Semtech (SMTC) CEO exercises 8,129 RSUs and settles 4,137 shares for tax

Rhea-AI Filing Summary

SEMTECH CORP President and CEO Hou Hong Q reported routine equity compensation activity. He exercised 8,129 Restricted Stock Units into an equal number of shares of common stock at a stated price of $0.00 per share, reflecting the non-cash nature of the RSU conversion.

To cover tax obligations, 4,137 common shares were disposed of through a tax-withholding transaction, which is not an open-market sale. Following these transactions, he directly holds 77,357 shares of common stock. The derivative holdings table shows 56,905 Restricted Stock Units remaining after this vesting event. Footnotes explain that each stock unit represents the right to receive one Semtech common share and that a related grant vests over time, with one third vesting on March 10, 2026 and the remainder in eight quarterly installments beginning on June 10, 2026.

Insider Trade Summary

8,129 shares exercised/converted

Mixed 3 txns

Insider HOU HONG Q

Role President and CEO

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

Holdings After Transaction: Restricted Stock Unit — 56,905 shares (Direct, null); Common Stock — 77,357 shares (Direct, null)

Footnotes (1)

1. Each stock unit represents the contingent right to receive one share of Semtech common stock. 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 shares Tax-withholding shares: 4,137 shares Common shares held after transactions: 77,357 shares +3 more

6 metrics

RSUs exercised 8,129 shares Restricted Stock Units converted into common stock

Tax-withholding shares 4,137 shares Common shares disposed to satisfy tax obligations

Common shares held after transactions 77,357 shares Direct ownership following Form 4 transactions

Remaining RSU balance 56,905 units Restricted Stock Units remaining after vesting event

RSU exercise price $0.00 per share Stated price for RSU conversion into common stock

Tax-withholding reference price $157.52 per share Price associated with tax-withholding disposition of 4,137 shares

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security

3 terms

Restricted Stock Unit financial

"The security title includes "Restricted Stock Unit" and each unit represents the right to receive one Semtech common share."

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

"One transaction is described as a tax-withholding disposition to pay exercise price or tax liability by delivering securities."

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

"The Form 4 notes an exercise or conversion of a derivative security related to the RSUs."

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.

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Form 4 Insider Transactions: What Each Field Means →

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)

FAQ

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

Semtech CEO Hou Hong Q exercised 8,129 Restricted Stock Units into common stock and had 4,137 shares withheld to cover taxes. These transactions are compensation-related, not open-market buying or selling, and reflect routine vesting and settlement of equity awards.

How many Semtech (SMTC) shares does the CEO hold after this Form 4?

After these transactions, the CEO directly holds 77,357 shares of Semtech common stock. The filing also shows 56,905 Restricted Stock Units remaining, which represent additional potential shares that may be delivered as they vest over time under the grant terms.

Was the Semtech (SMTC) CEO’s Form 4 a stock sale in the open market?

No, the filing shows 4,137 shares disposed of as tax withholding, not an open-market sale. These shares were used to satisfy tax obligations arising from the RSU vesting and exercise, a common administrative mechanism for settling equity compensation awards.

What is the size of the Semtech (SMTC) CEO’s RSU exercise on this Form 4?

The CEO exercised 8,129 Restricted Stock Units, converting them into 8,129 shares of Semtech common stock at a stated price of $0.00. This reflects the non-cash settlement nature of RSUs, where shares are delivered upon vesting instead of being purchased in the market.

What vesting schedule is disclosed for Semtech (SMTC) equity awards in this filing?

Footnotes state that one third of the referenced grant vested on March 10, 2026, with the remaining portions vesting in eight quarterly installments beginning June 10, 2026. This schedule spreads delivery of shares over time as part of the CEO’s long-term compensation structure.