Semtech EVP exercises RSUs, shares withheld for tax

Semtech EVP and CCO Jason Elliot Green reported routine equity compensation activity.

Rhea-AI Filing Summary

Semtech EVP and CCO Jason Elliot Green reported routine equity compensation activity. He exercised 2,510 restricted stock units, receiving the same number of Semtech common shares, and 988 shares were disposed of to cover tax obligations. After these transactions, he directly holds 10,875 shares of common stock and 17,576 restricted stock units, which each represent the contingent right to receive one share of Semtech common stock. One third of this grant vested on March 10, 2026, with the remainder vesting in eight quarterly installments beginning on June 10, 2026.

Insights

Equity compensation analyst

Filing shows routine RSU vesting and tax withholding, not open-market trading.

The Form 4 for Semtech executive Jason Elliot Green reflects standard equity compensation mechanics. He exercised 2,510 restricted stock units into the same number of common shares, while 988 shares were delivered to satisfy tax obligations tied to this vesting.

These F-code dispositions are not open-market sales but shares withheld at a reference price of $157.52 per share to pay taxes. Following the transactions, he holds 10,875 common shares directly plus 17,576 RSUs. One third of this RSU grant vested on March 10, 2026, and the remainder vests in eight quarterly installments starting June 10, 2026.

Insider Trade Summary

2,510 shares exercised/converted

Exercise 3 txns

Insider Green Jason Elliot

Role EVP and CCO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,510	$0.00	$0.00
Exercise	Common Stock	2,510	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	988	$157.52	$156K

Holdings After Transaction: Restricted Stock Unit — 17,576 contracts (Direct); Common Stock — 10,875 shares (Direct)

Footnotes (2)

1. F1. Each stock unit represents the contingent right to receive one share of Semtech common stock.
2. F2. One third of this grant vested on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

Key Figures

RSUs exercised: 2,510 shares Tax-withholding shares: 988 shares Post-transaction common shares: 10,875 shares +4 more

7 metrics

RSUs exercised 2,510 shares Restricted stock units converted to common stock on June 10, 2026

Tax-withholding shares 988 shares Common shares delivered to cover tax obligations at $157.52 per share

Post-transaction common shares 10,875 shares Common stock directly owned after reported transactions

Remaining RSUs 17,576 units Restricted stock units outstanding after transactions

Tax reference price $157.52 per share Price applied to shares used for tax withholding

Initial vesting date March 10, 2026 One third of RSU grant vested on this date

Quarterly vesting start June 10, 2026 Eight quarterly RSU vesting installments begin

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security, contingent right

4 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit""

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each stock unit represents the contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Semtech (SMTC) executive Jason Elliot Green report?

Jason Elliot Green reported exercising 2,510 restricted stock units into Semtech common stock. In the same event, 988 common shares were disposed of to cover tax obligations, reflecting routine equity compensation activity rather than an open-market purchase or sale.

How many Semtech (SMTC) shares does Jason Elliot Green hold after this Form 4?

After these transactions, Jason Elliot Green directly holds 10,875 shares of Semtech common stock. He also holds 17,576 restricted stock units, each representing the contingent right to receive one additional share of Semtech common stock when the units vest in the future.

Was there an open-market sale in the latest Semtech (SMTC) Form 4 for Jason Elliot Green?

The filing shows no open-market sale. Instead, 988 shares of Semtech common stock were disposed of as a tax-withholding transaction related to RSU vesting, a common mechanism where shares are delivered to cover tax liabilities owed by the executive.

What is the vesting schedule of Jason Elliot Green’s Semtech (SMTC) restricted stock units?

One third of Jason Elliot Green’s restricted stock unit grant vested on March 10, 2026. The remaining portion vests in eight quarterly installments beginning on June 10, 2026, gradually delivering additional Semtech common shares as the units continue to vest.

What price per share was used for the Semtech (SMTC) tax-withholding disposition?

The tax-withholding disposition of 988 Semtech common shares used a reference price of $157.52 per share. This price is applied to determine the value of shares delivered to satisfy the executive’s tax liability associated with the vesting restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:02 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Green Jason Elliot

(Last) (First) (Middle)

200 FLYNN RD.

(Street)

CAMARILLO CALIFORNIA 93012-8790

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SEMTECH CORP [ SMTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CCO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/10/2026		M		2,510	A	$0	11,863	D
Common Stock	06/10/2026		F		988	D	$157.52	10,875	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	06/10/2026		M			2,510	(2)	(2)	Common Stock	2,510	$0	17,576	D

Explanation of Responses:

1. Each stock unit represents the contingent right to receive one share of Semtech common stock.

2. One third of this grant vested on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

Remarks:

	/s/Jason Green by Mark Lin under Power of Attorney dated October 16, 2025 (Copy on File)	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)