Semtech CTO exercises RSUs, covers taxes in shares

Semtech’s Chief Quality Officer and CTO John Michael Wilson reported routine equity compensation activity.

Accepted by SEC EDGAR 06/12/2026 - 04:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Semtech’s Chief Quality Officer and CTO John Michael Wilson reported routine equity compensation activity. He exercised 1,400 restricted stock units into the same number of common shares, with 713 shares withheld to cover tax obligations. Following these transactions, he directly holds 86,376 common shares and 9,800 restricted stock units representing potential future shares as they vest.

Insider Trade Summary

1,400 shares exercised/converted

Exercise 3 txns

Insider WILSON JOHN MICHAEL

Role Chief Quality Officer and CTO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,400	$0.00	$0.00
Exercise	Common Stock	1,400	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	713	$157.52	$112K

Holdings After Transaction: Restricted Stock Unit — 9,800 contracts (Direct); Common Stock — 86,376 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: 1,400 shares Shares withheld for taxes: 713 shares Withholding price: $157.52 per share +2 more

5 metrics

RSUs exercised 1,400 shares Restricted Stock Units converted to common stock on June 10, 2026

Shares withheld for taxes 713 shares Tax-withholding disposition at $157.52 per share

Withholding price $157.52 per share Used to value 713-share tax-withholding disposition

Common shares held 87,089 shares Direct Semtech common stock ownership after transactions

RSUs remaining 9,800 units Restricted stock units outstanding after the reported exercise

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion, 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 exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

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) report for John Michael Wilson?

Semtech reported that Chief Quality Officer and CTO John Michael Wilson exercised 1,400 restricted stock units into common stock, and 713 shares were withheld to cover tax liabilities, reflecting routine equity compensation and tax-settlement activity rather than open-market trading.

How many Semtech (SMTC) shares does John Michael Wilson hold after this Form 4?

After the reported transactions, John Michael Wilson directly holds 87,089 shares of Semtech common stock. He also has 9,800 restricted stock units outstanding, each representing a contingent right to receive one share of Semtech common stock as they vest over time.

Was the Semtech (SMTC) Form 4 a share sale by John Michael Wilson?

The filing shows 713 shares disposed of as a tax-withholding disposition, not an open-market sale. These shares were withheld to satisfy tax obligations tied to the vesting and exercise of 1,400 restricted stock units into common stock on the same date.

What does the exercise of 1,400 restricted stock units mean for Semtech (SMTC) insiders?

Exercising 1,400 restricted stock units converted Wilson’s stock units into common shares at a stated price of $0.00 per unit. This reflects previously granted compensation vesting, increasing his direct share ownership while partially settling related taxes in stock rather than cash.

How many restricted stock units remain for John Michael Wilson at Semtech (SMTC)?

Following the reported transactions, Wilson has 9,800 restricted stock units outstanding. Each unit represents the contingent right to receive one share of Semtech common stock, subject to the vesting schedule described, including quarterly vesting installments after March 10, 2026.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

WILSON JOHN MICHAEL

(Last) (First) (Middle)

200 FLYNN ROAD

(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)
	Chief Quality Officer and CTO

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		1,400	A	$0	87,089	D
Common Stock	06/10/2026		F		713	D	$157.52	86,376	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			1,400	(2)	(2)	Common Stock	1,400	$0	9,800	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/J.Michael Wilson 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)