Semtech CEO exercises RSUs, withholds shares for tax

Semtech Corp President and CEO Hou Hong Q exercised 8,129 Restricted Stock Units on June 10, 2026, converting them into the same number of shares of common stock at no cash cost.

Rhea-AI Filing Summary

Semtech Corp President and CEO Hou Hong Q exercised 8,129 Restricted Stock Units on June 10, 2026, converting them into the same number of shares of common stock at no cash cost. Of these, 4,137 common shares were disposed of as a tax-withholding transaction at $157.52 per share.

After these transactions, Hou Hong Q directly holds 73,220 shares of Semtech common stock. Each stock unit represents the contingent right to receive one Semtech common share, and one third of the underlying grant vested on March 10, 2026, with the remainder vesting in eight quarterly installments beginning June 10, 2026. These transactions were not reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

8,129 shares exercised/converted

Exercise 3 txns

Insider HOU HONG Q

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,129	$0.00	$0.00
Exercise	Common Stock	8,129	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,137	$157.52	$652K

Holdings After Transaction: Restricted Stock Unit — 56,905 contracts (Direct); Common Stock — 73,220 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: 8,129 units Shares Withheld for Taxes: 4,137 shares Tax Withholding Price: $157.52 per share +1 more

4 metrics

RSUs Exercised 8,129 units Restricted Stock Units converted to common stock on June 10, 2026

Shares Withheld for Taxes 4,137 shares Common shares withheld at $157.52 per share on June 10, 2026

Tax Withholding Price $157.52 per share Price used for tax-withholding disposition of common stock

Post-transaction Common Shares Held 73,220 shares Direct ownership of Semtech common stock after reported transactions

Key Terms

Restricted Stock Unit, tax-withholding disposition, Rule 10b5-1

3 terms

Restricted Stock Unit financial

"Hou Hong Q exercised 8,129 Restricted Stock Units, converting them into common stock."

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

"4,137 common shares were disposed of in a tax-withholding disposition at $157.52 per share."

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.

Rule 10b5-1 financial

"These transactions were not reported under a Rule 10b5-1 trading plan."

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider stock transactions did Semtech (SMTC) report for Hou Hong Q?

Hou Hong Q exercised 8,129 RSUs and had 4,137 shares withheld for taxes. The RSUs converted into common stock at no cash cost, and part of the resulting shares were used to satisfy tax obligations at $157.52 per share.

How many Semtech (SMTC) shares does CEO Hou Hong Q hold after the Form 4?

Hou Hong Q holds 73,220 shares of Semtech common stock directly after these transactions. This post-transaction balance reflects the RSU conversion and the tax-withholding share disposition reported on June 10, 2026.

What was the size of the RSU conversion reported for Semtech (SMTC)?

8,129 Restricted Stock Units were exercised and converted into common shares. Each RSU represents the right to receive one Semtech common share, so the exercise increased common stock through this equity compensation vesting event.

How many Semtech (SMTC) shares were withheld for taxes, and at what price?

4,137 common shares were withheld for taxes at $157.52 per share. This tax-withholding disposition used part of the shares received from the RSU conversion to settle the associated tax liability.

Were Semtech (SMTC) CEO Hou Hong Q’s transactions under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox for these transactions was not marked as affirmative. Based on the filing data, the RSU exercise and tax-withholding share disposition were not reported as occurring under a pre-arranged trading plan.

What is the vesting schedule of the RSUs involved for Semtech (SMTC)?

One third of the grant vested on March 10, 2026, with the rest in eight quarterly installments from June 10, 2026. These vesting events govern when the Restricted Stock Units convert into common shares.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:02 PM 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^*

HOU HONG Q

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		8,129	A	$0	77,357	D
Common Stock	06/10/2026		F		4,137	D	$157.52	73,220	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			8,129	(2)	(2)	Common Stock	8,129	$0	56,905	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/Hong Q. Hou 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)