先科电子 2025年度报告

FORM 10-K (Mark One) ☒Annual report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended January25, 2026or Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromtoCommission File Number 001-06395____________________________________ SEMTECH CORPORATION (Exact name of registrant as specified in its charter)____________________________________ Delaware(State or other jurisdiction ofincorporation or organization) 95-2119684(I.R.S. EmployerIdentification No.) 200 Flynn Road, Camarillo, California, 93012-8790(Address of principal executive offices, Zip Code) Registrant’s telephone number, including area code: (805)498-2111 Securities registered pursuant to Section12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock par value $0.01 per shareSMTCThe Nasdaq Global Select Market Securities registered pursuant to Section12(g) of the Act:None(Title of Class)____________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated filerEmerging growth company Acceleratedfiler Smallerreportingcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant (based upon the closing sale price of$53.07on TheNasdaq Global Select Market) as of July27, 2025 was approximately$4.0 billion. Stock held by directors, officers and stockholders owning10% or more of the outstanding common stock (as reported by stockholders on Schedules 13D and 13G) were excluded as they may bedeemed affiliates. This determination of affiliate status is not a conclusive determination for any other purpose. Number of shares of our common stock, $0.01 par value per share, outstanding at March20, 2026:92,951,167. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Proxy Statement in connection with registrant’s2026 annual meeting of stockholders to be filed with the Securities andExchange Commission no later than 120 days after the end of the registrant’s fiscal year endedJanuary25, 2026 are incorporated by reference intoPart III hereof. SEMTECH CORPORATIONINDEX TO FORM 10-KFOR THE YEAR ENDED JANUARY25, 2026 PART I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities39Item 6[Reserved]39Item 7M