Semtech (NASDAQ: SMTC) CTO converts 8,496 RSUs; 4,323 shares withheld for taxes

Rhea-AI Filing Summary

SEMTECH CORP’s Chief Quality Officer and CTO John Michael Wilson reported routine equity compensation activity involving restricted stock units. On March 7, 2026, he exercised 8,496 restricted stock units, receiving the same number of common shares at a stated price of $0.00 per share. A related transaction shows 4,323 common shares withheld at $82.02 per share to cover tax obligations, which is an automatic mechanism rather than an open-market sale. Following these transactions, Wilson directly holds 71,802 shares of Semtech common stock. Footnotes explain that each unit represents one share of common stock and that the underlying grant vests in three annual installments beginning on March 7, 2024, underscoring the planned, scheduled nature of these awards.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; limited signal for investors.

The transactions show John Michael Wilson converting 8,496 restricted stock units into common shares and a separate withholding of 4,323 shares at $82.02 to satisfy tax liabilities. This pattern is typical for equity compensation rather than discretionary trading.

The filing indicates no remaining derivative awards in this grant and a direct holding of 71,802 common shares after the activity. Because the disposition is purely for tax payment, not an open-market sale, it carries weak informational value about Wilson’s view of SEMTECH CORP stock.

Future company filings may describe additional vesting events from other grants or changes in Wilson’s equity position. On its own, this Form 4 mainly documents scheduled compensation mechanics and does not materially alter the broader investment picture for 2026.

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
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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 CA 93012-8790

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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

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

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

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	03/07/2026		M		8,496	A	$0	76,125	D
Common Stock	03/07/2026		F		4,323	D	$82.02	71,802	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)	03/07/2026		M			8,496	(2)	(2)	Common Stock	8,496	$0	0	D

Explanation of Responses:

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

2. This grant vests in three annual installments beginning on March 7, 2024.

Remarks:

	/s/J.Michael Wilson by Mark Lin under Power of Attorney dated October 16, 2025 (Copy on File)	03/10/2026
	** 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.
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FAQ

What insider transactions did SMTC’s Chief Quality Officer report on March 7, 2026?

On March 7, 2026, SMTC executive John Michael Wilson exercised 8,496 restricted stock units into common shares and had 4,323 shares withheld at $82.02 each for taxes. These movements reflect scheduled equity compensation, not open-market buying or selling activity.

Did the SMTC insider Form 4 indicate any open-market stock sales or purchases?

The Form 4 for SMTC shows no open-market sales or purchases. It records an RSU conversion into 8,496 common shares and a 4,323-share disposition solely to cover tax obligations, which is a standard non-discretionary feature of equity compensation programs.

How many SMTC shares does John Michael Wilson hold after these Form 4 transactions?

After the reported transactions, John Michael Wilson directly holds 71,802 shares of Semtech common stock. This total reflects his position following the 8,496-share RSU conversion and the 4,323-share tax-withholding disposition recorded in the March 7, 2026 activity.

What do the restricted stock unit footnotes in SMTC’s Form 4 explain?

The footnotes state each stock unit equals one share of Semtech common stock and that the grant vests in three annual installments starting March 7, 2024. This clarifies that the March 7, 2026 transactions are part of a pre-arranged vesting schedule rather than ad hoc trading decisions.

Is the SMTC insider tax-withholding transaction a negative signal for investors?

The tax-withholding disposition of 4,323 SMTC shares at $82.02 is a mechanical transaction to pay taxes on vested RSUs. It is not an open-market sale and typically provides limited insight into the insider’s sentiment about Semtech’s future stock performance.

How many RSUs did the SMTC executive convert to common stock in this filing?

The SMTC Form 4 shows John Michael Wilson converted 8,496 restricted stock units into 8,496 shares of common stock at a stated price of $0.00. This reflects the delivery of shares under a previously granted equity award tied to his executive compensation package.