Semtech (NASDAQ: SMTC) COO reports stock award vesting and tax share withholding

Rhea-AI Filing Summary

Semtech EVP and COO Asaf Silberstein reported routine equity compensation activity in the form of performance stock unit vesting and related tax withholding. On March 23, 2026, he acquired 9,755 and 13,383 shares of common stock at no cost as two separate performance awards vested based on revenue, non-GAAP operating income, relative total stockholder return, and service conditions. In connection with these vestings, 4,964 and 6,810 shares were automatically withheld at a price of $76.52 per share to cover tax liabilities, rather than being sold on the open market. Following these transactions, he directly holds 105,677 shares of Semtech common stock.

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

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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^*

Silberstein Asaf

(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)
	EVP and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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(1)	03/23/2026		A		9,755	A	$0	104,068	D
Common Stock	03/23/2026		F		4,964	D	$76.52	99,104	D
Common Stock(2)	03/23/2026		A		13,383	A	$0	112,487	D
Common Stock	03/23/2026		F		6,810	D	$76.52	105,677	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

Explanation of Responses:

1. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2026 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the first year in the performance period.

2. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2025 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the vesting and payment of the award with respect to the second year in the performance period.

Remarks:

	/s/Asaf Silberstein by Mark Lin under Power of Attorney dated November 5, 2025 (Copy On File)	03/25/2026
	** 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) report for EVP and COO Asaf Silberstein?

Semtech reported that EVP and COO Asaf Silberstein received two stock awards that vested into common shares and had shares withheld to cover taxes. These are compensation-related entries, not open-market buying or selling.

How many Semtech (SMTC) shares did Asaf Silberstein acquire in this Form 4?

Asaf Silberstein acquired 9,755 and 13,383 shares of Semtech common stock through performance stock unit vesting. The awards vested after Semtech met pre-set revenue, non-GAAP operating income, relative total shareholder return, and service conditions.

Were any Semtech (SMTC) shares sold on the market in this Form 4?

No open-market sales were reported. The Form 4 shows 4,964 and 6,810 shares withheld at $76.52 per share to satisfy tax obligations on vested awards. This tax withholding is not a discretionary market sale.

What performance conditions apply to the Semtech (SMTC) stock units granted to Asaf Silberstein?

The performance stock units vest based on Semtech’s revenue and non-GAAP operating income targets over one to three years, relative total shareholder return over three years, and an ongoing service requirement. The reported transactions reflect vesting for specific years in those performance periods.

How many Semtech (SMTC) shares does Asaf Silberstein own after these transactions?

After the reported vesting and tax withholding transactions, Asaf Silberstein directly holds 105,677 shares of Semtech common stock. This figure reflects his updated position as reported in the latest line of the Form 4.

What do the tax withholding transactions in the Semtech (SMTC) Form 4 mean?

The tax withholding entries show Semtech retaining 4,964 and 6,810 shares at $76.52 per share to cover taxes on vested performance stock units. This is a standard mechanism to pay tax liabilities, not an open-market share sale by the executive.