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SEMTECH CORP

For the period ended Jul 27, 2025. Filed Aug 26, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jul 27, 2025 · Filed Aug 26, 2025

SMTC$116.45+12.8%Stored close · as of Nov 9, 2026

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ITEM 5. Other Information

Insider Trading Arrangements

Securities Trading Arrangements of Directors and Executive Officers

The following table sets forth certain information regarding any "Rule 10b5-1 trading arrangements" (a "trading plan") or "non-Rule 10b5-1 trading arrangements," each as defined in Item 408 of Regulation S-K, adopted orterminated by the Company's directors and executive officers during the fiscal quarter ended July 27, 2025. All of these trading plans were adopted during the Company's quarterly open trading window in accordance with the Company's Stock Trading Guidelines for Semtech Stock for All Directors, Officers and Employees.

Date of Action · Trading Arrangements
Name and TitleActionRule 10b5-1(a)Non-Rule 10b5-1(b)Total Shares to be Sold (c)Duration (d)
Gregory FischerAdopt5/30/2025X1,500August 29, 2025 through May 30, 2026
Director
Mark LinAdopt6/23/2025X302,045 (e)September 21, 2025 through October 16, 2026
EVP and Chief Financial Officer
Paul V. Walsh Jr.Adopt7/9/2025X10,500October 22, 2025 through June 23, 2027
Director

(a) Intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) Not intended to satisfy the affirmative defense of 10b5-1(c) promulgated under the Exchange Act.

(c) The numbers in this column represent the maximum number of shares of our common stock that may be sold pursuant to each trading plan.

(d) Transactions under the trading plan may occur during the specified plan duration period and will expire the earlier of the end of the specified plan duration period or the completion of all sales under such trading plan.

(e) This number includes shares of our common stock issuable pursuant to unvested restricted stock unit awards ("RSUs") and unvested performance stock units ("PSUs"). The PSUs are subject to the achievement of certain performance conditions as set forth in the applicable PSU agreement. The actual number of PSUs that vest following the end of an applicable performance period, if any, vary and therefore the resulting shares of our common stock available for sale under the plan will depend on the attainment of the performance metrics. The maximum number of shares to be sold will be reduced by net shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement.

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