Semtech (SMTC) CTO reports vested performance stock units and tax-share withholding

Rhea-AI Filing Summary

Semtech Corp’s Chief Quality Officer and CTO John Michael Wilson reported routine equity compensation activity involving performance stock units that vested into common stock and related tax withholding. He acquired 5,600 and 9,325 shares of common stock at $0.00 per share as awards tied to prior performance grants.

To satisfy tax obligations on these vestings, 2,850 and 4,745 shares were withheld at a price of $76.52 per share, treated as share dispositions rather than market sales. After these transactions, Wilson directly holds 85,295 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^*

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)
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		5,600	A	$0	83,565	D
Common Stock	03/23/2026		F		2,850	D	$76.52	80,715	D
Common Stock(2)	03/23/2026		A		9,325	A	$0	90,040	D
Common Stock	03/23/2026		F		4,745	D	$76.52	85,295	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/J.Michael Wilson by Mark Lin under Power of Attorney dated October 16, 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) CTO John Michael Wilson report?

John Michael Wilson reported routine equity compensation activity. He received two grants totaling 14,925 Semtech common shares from vested performance stock units and had 7,595 shares withheld to cover tax obligations, leaving him with 85,295 directly owned shares after the transactions.

Were Semtech (SMTC) CTO John Michael Wilson’s Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect stock awards vesting from performance stock units and shares withheld to pay taxes. No open-market purchase or sale decision was reported, indicating routine compensation and tax-settlement activity instead of discretionary trading.

How many Semtech (SMTC) shares does CTO John Michael Wilson own after these transactions?

After the reported transactions, John Michael Wilson directly owns 85,295 shares of Semtech common stock. This balance reflects the net result of vested performance stock units credited to him and shares withheld on the same date to satisfy associated tax liabilities.

What performance conditions were tied to the Semtech (SMTC) stock units that vested for the CTO?

The performance stock units vest based on Semtech’s revenue and non-GAAP operating income targets over one, two, and three years, relative total shareholder return over three years, and a service condition. The reported transactions cover vesting for specified performance years under these awards.

Why were some Semtech (SMTC) shares reported as disposed of at $76.52 for the CTO?

Shares reported at $76.52 per share reflect tax-withholding dispositions, not market sales. When the CTO’s performance stock units vested into common stock, Semtech withheld 2,850 and 4,745 shares to cover tax liabilities associated with the compensation event.

Which fiscal-year performance awards for Semtech (SMTC) vested for CTO John Michael Wilson?

The filing shows vesting from two performance stock unit awards. One award was granted in Semtech’s fiscal 2026, with vesting for the first performance year, and another in fiscal 2025, with vesting for the second performance year, following predefined financial and service conditions.