Executive Change

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 SEMTECH CORP ORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-06395 95-2119684 (Commission File Number) (IRS Employer Identification No.) 200 Flynn Road Camarillo, California 93012-8790 (Address of principal executive offices) (Zip Code) 805 - 498-2111 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:      ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)      ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)      ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))      ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share SMTC The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 20, 2025, Semtech Corporation, a Delaware corporation (“Semtech” or the “Company”), entered into a Separation and General Release Agreement (the “Separation Agreement”) with Mark P. Russell, the Company’s Senior Vice President, Global Sales and Marketing. The Separation Agreement provides that Mr. Russell’s last day of employment with the Company will be March 6, 2025 (the “Separation Date”). The Separation Agreement also provides that the Company will pay or reimburse Mr. Russell for his premiums to continue healthcare coverage under COBRA for up to 12 months following the Separation Date. In addition, the Separation Agreement provides that the Company will, subject to Mr. Russell providing a release of claims to the Company, provide Mr. Russell with (a) a lump sum cash severance payment of $175,000, and (b) a cash bonus for fiscal year 2025 to be determined and paid as though Mr. Russell had been employed with the Company through the date that the Company generally pays cash bonuses to its executive officers for fiscal year 2025. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEMTECH CORPORATION Date: February 24, 2025 /s/ Mark Lin Name: Mark Lin Title: Chief Financial Officer