10-K – 2026-03-23 – smtc-20260125.htm

Item 9A.     Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of January 25, 2026.
Changes in Internal Controls
There were no changes to our internal controls over financial reporting that occurred during the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO framework"). Based on our evaluation under the COSO framework, our management has concluded that as of January 25, 2026, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Deloitte & Touche LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of January 25, 2026, as stated in their report included below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Semtech Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Semtech Corporation and subsidiaries (the "Company") as of January 25, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 25, 2026, of the Company and our report dated March 23, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Los Angeles, California

March 23, 2026

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Item 9B.     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 or terminated by the Company's directors and executive officers during the fiscal quarter ended January 25, 2026. 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 Title Action Rule 10b5-1(a) Non-Rule 10b5-1(b) Total Shares to be Purchased or Sold (c) Duration (d)
Hong Q. Hou Adopt 12/17/2025 X 30,000 April 10, 2026 through June 4, 2027

President and Chief Executive Officer

(a) Intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under 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 upon the earlier of the end of the specified plan duration period or the completion of all sales under such trading plan.

Item 9C.     Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III

Item 10.     Directors, Executive Officers and Corporate Governance
Code of Ethics
The Board of Directors has adopted a written Core Values and Code of Conduct ("Code of Conduct") that applies to our directors and employees of the Company, including our CEO and our CFO. The Code of Conduct, which is the Company’s written "code of conduct" within the meaning of the Nasdaq Listing Rules applicable to companies whose stock is listed for trading on the Nasdaq and which constitutes the Company’s "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, expresses the Company’s commitment to the highest standards of ethical business conduct. Our Code of Conduct can be found on the Company’s website at https://investors.semtech.com under "Governance," "Corporate Governance Overview." To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the Code of Conduct, or waivers of such provisions granted to executive officers and directors, in this section of our website.
Insider Trading Policy
The information required by this item will appear under the caption "Policy on Insider Trading" in our proxy statement relating to our 2026 annual meeting of stockholders to be filed by us with the SEC pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of our fiscal year ended January 25, 2026, and is hereby specifically incorporated herein by reference thereto.
A copy of our Insider Trading Policy and Stock Trading Guidelines are filed with this Annual Report on Form 10-K as Exhibit 19.
Executive Officers and Directors
The remaining information required by this item will be contained under the captions "Election of Directors (Proposal Number 1)" and "Executive Directors" in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A of the Exchange Act and is hereby specifically incorporated by reference thereto.

Item 11.    Executive Compensation
The information required by this item will appear under the caption "Compensation Discussion and Analysis" and "Executive Compensation" in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed by us with the SEC pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of our fiscal year ended January 25, 2026, and is hereby specifically incorporated herein by reference thereto.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will appear under the caption "Beneficial Ownership of Securities" in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed by us with the SEC pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of our fiscal year ended January 25, 2026, and is hereby specifically incorporated herein by reference thereto.

Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this item will appear under the captions "Corporate Governance" and "Transactions with Related Parties" in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed by us with the SEC pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of our fiscal year ended January 25, 2026, and is hereby specifically incorporated herein by reference thereto.

Item 14.    Principal Accountant Fees and Services
The information required by this item will appear under the caption "Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Number 2)" in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed by us with the SEC pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of our fiscal year ended January 25, 2026, and is hereby specifically incorporated herein by reference thereto.
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PART IV
Item 15.    Exhibits, Financial Statement Schedules
(a)(1)    Financial Statements. The financial statements included in this Form 10-K are listed in the index under Item 8 in this report.
(a)(2)    Schedules. Schedules other than as provided in this Form 10-K are omitted since they are not applicable, not required, or the information required to be set forth herein is included in the consolidated financial statements or notes thereto.

SCHEDULE II
SEMTECH CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED JANUARY 25, 2026
(in thousands)

Allowance for doubtful accounts Balance at
Beginning of Year Additions Deductions Balance at
End of Year
Year ended January 28, 2024 $ 3,881   $ 280   $ —   $ 4,161  
Year ended January 26, 2025 $ 4,161   $ 1,087   $ —   $ 5,248  
Year ended January 25, 2026 $ 5,248   $ 2,728   $ —   $ 7,976  

(a)(3)    Exhibits. These exhibits (numbered in accordance with Item 601 of Regulation S-K) are available without charge upon written request directed to the Company’s Secretary at 200 Flynn Road, Camarillo, CA 93012. Documents that are not physically filed with this report are incorporated herein by reference to the location indicated.

Exhibit No.      Description      Location

2.1 Arrangement Agreement, dated as of August 2, 2022, by and among Semtech Corporation, Sierra Wireless, Inc. and 13548597 Canada Inc. Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 3, 2022

3.1      Restated Certificate of Incorporation of Semtech Corporation      Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2003

3.2      Amended and Restated Bylaws of Semtech Corporation      Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025

4.1      Description of Common Stock      Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 26, 2020.

4.2 Indenture, dated as of October 12, 2022, among Semtech Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 12, 2022

4.3 Form of 1.625% Convertible Senior Note due 2027 Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 12, 2022

4.4 Indenture, dated as of October 26, 2023, among Semtech Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023

4.5 Form of 4.00% Convertible Senior Note due 2028 Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 26, 2023

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4.6 Indenture, dated as of October 10, 2025, between Semtech Corporation, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 10, 2025

4.7 Form of 0% Convertible Senior Notes due 2030 Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 10, 2025

10.1 Third Amendment and Restatement Agreement, dated as of September 26, 2022, by and among Semtech Corporation, the guarantors party thereto, JPMorgan Chase Bank, N.A., as successor administrative agent, and the other parties thereto      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 29, 2022

10.2 First Amendment to Third Amended and Restated Credit Agreement, dated as of February 24, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023

10.3 Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2023

10.4 Third Amendment to Third Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among Semtech Corporation, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 19, 2023

10.5 Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of April 24, 2025, by and among the Company, certain of the Company's domestic subsidiaries party thereto, the lenders party thereto as subsidiary guarantors and JP Morgan Chase Bank, N.A., as administrative agent and issuing bank Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 28, 2025

10.6 * Form of Amended and Restated Indemnification Agreement for Directors and Executive Officers Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2022

10.7 Employment Agreement, dated September 5, 2023, between Mark Lin and Semtech Corporation Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 8, 2023

10.8 Retention Agreement, dated June 8, 2023, between Asaf Silberstein and Semtech Corporation Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023

10.9 * Semtech Corporation Executive Change in Control Retention Plan (As Amended and Restated June 11, 2024) Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2024

10.10 * Form of Participation Agreement under the Semtech Corporation Executive Change in Control Retention Plan Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 27, 2019

10.11 * Form of Long-Term Stock Incentive Plan Restricted Stock Unit Award Certificate Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2008

10.12 * Semtech Corporation 2008 Long-Term Equity Incentive Plan      Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2008

10.13 * Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Option Award Certificate for Non-Employee Directors      Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 1, 2008

10.14 * Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Stock Unit Award Certificate for Non-Employee Directors      Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 1, 2008

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10.15 * Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Employee Option Award Certificate      Exhibit 10.6 to the Company’s Current Report on Form 8-K filed July 1, 2008

10.16 * Form of Semtech Corporation 2008 Long-Term Equity Incentive Plan Option Award Agreement for Non-Employee Directors      Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2011

10.17 * Semtech Corporation 2013 Long-Term Equity Incentive Plan Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 24, 2013

10.18 * Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Ownership Grants Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016

10.19 * Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Agreement for Employees in Switzerland Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016

10.20 * Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Certificate for Non-Employee Directors Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2016

10.21 * Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (Deferred) Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2016

10.22 * Form of Semtech Corporation 2013 Long-Term Equity Incentive Plan Stock Option Award Agreement for Employees      Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016

10.23 * Policy Regarding Director Compensation, as Amended June 5, 2025      Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 27, 2025

10.24 * Amended and Restated Semtech Corporation 2017 Long-Term Equity Incentive Plan
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025

10.25 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Restricted Stock Unit Award Certificate Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023

10.26 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Performance Unit Award Certificate–Financial Performance Measure Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023

10.27 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017

10.28 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate - Switzerland Employees Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017

10.29 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (deferred, for awards prior to the 2025 annual meeting of stockholders) Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017

10.30 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (non-deferred, for awards prior to the 2025 annual meeting of stockholders) Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017

10.31 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Option Award Certificate (non-employee director) Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2017

10.32 * Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Performance Unit Award Certificate - Relative TSR Performance Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023

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10.33 * The Executive Nonqualified Excess Plan of Semtech Corporation (Amended and Restated Effective as of March 1, 2019)
Exhibit 10.59 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2019

10.34 * Restricted Stock Unit Award Agreement (Inducement Grant) for Mark Lin Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023

10.35 * Performance Stock Unit Award Agreement (Inducement Grant – Relative TSR) for Mark Lin Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023

10.36 * Performance Stock Unit Award Agreement (Inducement Grant – Financial Measure) for Mark Lin Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on December 6, 2023

10.37 Form of Convertible Note Hedge Confirmation Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 12, 2022

10.38 Form of Warrant Confirmation Exhibit 99.3 to the Company’s Current Report filed on October 12, 2022

10.39 Form of Additional Convertible Note Hedge Confirmation Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022

10.40 Form of Additional Warrant Confirmation Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 21, 2022

10.41 Cooperation Agreement, dated as of March 17, 2023, between Semtech Corporation and Lion Point Master, LP, Lion Point Capital, LP, Lion Point Capital GP, LLC, Lion Point Holdings GP, LLC and Didric Cederholm Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023

10.42 Employment Agreement, dated June 6, 2024, between Hong Q. Hou and Semtech Corporation Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024

10.43 Form of Restricted Stock Unit Award Certificate (Fiscal 2025) Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024

10.44 Form of Restricted Stock Unit Award Certificate for Executives with Employment Agreements (Fiscal 2025) Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024

10.45 Form of Performance Stock Unit Award Certificate (Fiscal 2025) Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024

10.46 Form of Performance Stock Unit Award Certificate for Executives with Employment Agreements (Fiscal 2025) Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2024

10.47 * Semtech Corporation Director Deferred Compensation Plan (Non-Employee) Exhibit 10.62 to the Company’s Annual Report on Form 10-K for the year ended January 26, 2025

10.48 Form of Semtech Corporation 2017 Long-Term Equity Incentive Plan Non-Employee Director Stock Unit Award Certificate (for awards at or after the 2025 annual meeting of stockholders) Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the year ended January 26, 2025

10.49 * Amended Semtech Corporation Executive (non-CEO) Bonus Plan Exhibit 10.65 to the Company’s Annual Report on Form 10-K for the year ended January 26, 2025

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10.50 Separation and General Release Agreement between Semtech Corporation and Mark Russell Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2025

10.51 Form of Capped Call Confirmation Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 10, 2025

19.1 Policy Regarding Confidential Information and Insider Trading for all Employees Filed herewith

19.2 Stock Trading Guidelines for Semtech Stock for All Directors, Officers and Employees Filed herewith

21.1      Subsidiaries of the Company      Filed herewith

23.1      Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP      Filed herewith

31.1      Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended.      Filed herewith

31.2      Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended.      Filed herewith

32      Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 (As set forth in Exhibit 32 hereof, Exhibit 32 is being furnished and shall not be deemed "filed".)      Furnished herewith

97 Policy Regarding the Recoupment of Certain Compensation Payments Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2024

101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended January 25, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Balance Sheets (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flow and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended January 25, 2026, formatted in Inline XBRL (included as Exhibit 101).

*     Management contract or compensatory plan or arrangement.

Item 16.    Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Semtech Corporation

Date: March 23, 2026 /s/ Mark Lin
Mark Lin
Executive Vice President and Chief Financial Officer

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: March 23, 2026 /s/ Hong Q. Hou
Hong Q. Hou
President and Chief Executive Officer
Director
(Principal Executive Officer)

Date: March 23, 2026 /s/ Mark Lin
Mark Lin
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)

Date: March 23, 2026 /s/ Ye Jane Li
Ye Jane Li
Chair of the Board

Date: March 23, 2026 /s/ Martin S.J. Burvill
Martin S.J. Burvill
Director

Date: March 23, 2026 /s/ Rodolpho Cardenuto
Rodolpho Cardenuto
Director

Date: March 23, 2026 /s/ Gregory M. Fischer
Gregory M. Fischer
Director

Date: March 23, 2026 /s/ Saar Gillai
Saar Gillai
Director

Date: March 23, 2026 /s/ Paula LuPriore
Paula LuPriore
Director

Date: March 23, 2026 /s/ Julie G. Ruehl
Julie G. Ruehl
Director

Date: March 23, 2026 /s/ Paul V. Walsh Jr.
Paul V. Walsh Jr.
Director

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