Semtech (SMTC) CTO reports RSU vesting, new stock grants and tax withholding

Rhea-AI Filing Summary

Semtech Chief Quality Officer and CTO John Michael Wilson reported routine equity compensation activity. He exercised 5,600 restricted stock units into common shares and received new equity awards, including 9,792 restricted stock units and 6,950 shares of common stock.

To cover tax obligations on these awards, 2,850 shares and 3,537 shares of common stock were withheld at prices of $85.14 and $87.58 per share, respectively. After these transactions, he directly holds 77,965 shares of Semtech common stock, plus additional unvested stock units that vest over future 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^*

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)
03/10/2026

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	03/10/2026		M		5,600	A	$0	77,402	D
Common Stock	03/10/2026		F		2,850	D	$85.14	74,552	D
Common Stock(1)	03/10/2026		A		6,950	A	$0	81,502	D
Common Stock	03/10/2026		F		3,537	D	$87.58	77,965	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	(2)	03/10/2026		M			5,600	(3)	(3)	Common Stock	5,600	$0	11,200	D
Restricted Stock Unit	(2)	03/10/2026		A		9,792		(4)	(4)	Common Stock	9,792	$0	9,792	D

Explanation of Responses:

1. The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2024 that are eligible to vest based on Semtech's relative total stockholder return over a period of one, two and three years. This transaction represents the payment and vesting of the awards with respect to the third year in the performance period.

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

3. One third of this grant vests on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

4. One third of this grant vests on March 10, 2027 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2027.

Remarks:

	/s/J.Michael Wilson by Mark Lin under Power of Attorney dated October 16, 2025 (Copy on File)	03/12/2026
	** 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.

FAQ

What did Semtech (SMTC) executive John Michael Wilson report in this Form 4?

John Michael Wilson reported routine equity compensation activity involving restricted stock units and common shares. He exercised 5,600 stock units into common stock, received new stock unit and share grants, and had some shares withheld to satisfy related tax obligations, all as part of compensation.

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

After the reported transactions, John Michael Wilson directly holds 77,965 shares of Semtech common stock. This figure reflects the net result of stock unit exercises, new share awards, and shares withheld to pay taxes connected with the vesting and grant of equity compensation.

Were any of John Michael Wilson’s Semtech (SMTC) transactions open-market sales or purchases?

No open-market purchases or sales were reported. The Form 4 shows stock unit exercises, new equity grants, and share dispositions classified as tax-withholding events, where shares are delivered to cover tax liabilities rather than sold at the executive’s discretion in the market.

What new equity awards did John Michael Wilson receive from Semtech (SMTC)?

He received 9,792 restricted stock units and a grant of 6,950 shares of Semtech common stock. Footnotes explain that these awards vest over time, with portions vesting on specific future March dates and in subsequent quarterly installments as part of his compensation package.

How were taxes handled for John Michael Wilson’s Semtech (SMTC) equity vesting?

Taxes were settled through share withholding. Semtech withheld 2,850 shares at $85.14 per share and 3,537 shares at $87.58 per share. These dispositions are coded as tax-withholding events, meaning they are not discretionary open-market sales by the executive.

What do the performance stock units mentioned in Semtech (SMTC) footnotes represent?

The footnotes describe performance stock units granted in fiscal 2024 that vest based on Semtech’s relative total stockholder return over one-, two-, and three-year periods. Each unit represents the right to receive one share of Semtech common stock upon meeting the performance and vesting conditions.