Semtech (NASDAQ: SMTC) CEO receives large RSU grant, tax shares withheld

Rhea-AI Filing Summary

Semtech Corp President and CEO Hong Q. Hou reported compensation-related equity transactions dated March 10, 2026. He acquired 32,516 shares of common stock through the exercise and conversion of restricted stock units and received a new award of 51,843 restricted stock units, each representing the right to one Semtech share. To cover tax obligations, 16,545 common shares were withheld, leaving him with 41,575 common shares held directly after these transactions. The new RSU grant vests over time, beginning on March 10, 2027, with additional quarterly installments.

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^*

HOU HONG Q

(Last) (First) (Middle)

200 FLYNN RD.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		32,516	A	$0	58,120	D
Common Stock	03/10/2026		F		16,545	D	$85.14	41,575	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)	03/10/2026		M			32,516	(2)	(2)	Common Stock	32,516	$0	65,034	D
Restricted Stock Unit	(1)	03/10/2026		A		51,843		(3)	(3)	Common Stock	51,843	$0	51,843	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 vests on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.

3. 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/Hong Q. Hou by Mark Lin under Power of Attorney dated October 16, 2025 (Copy On File)	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

Hong Q. Hou reported equity compensation activity on March 10, 2026. He acquired 32,516 Semtech common shares via restricted stock unit conversion and received a new grant of 51,843 restricted stock units, while 16,545 shares were withheld to satisfy tax obligations.

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

Following the March 10, 2026 transactions, Hong Q. Hou directly holds 41,575 shares of Semtech common stock. This figure reflects shares received from restricted stock unit conversion, net of 16,545 shares withheld to pay related tax liabilities.

What are the terms of Hong Q. Hou’s new RSU grant at Semtech (SMTC)?

The CEO received 51,843 restricted stock units, each equal to one Semtech share. One third of this grant vests on March 10, 2027, with the remaining units vesting in eight quarterly installments beginning June 10, 2027, subject to continued service conditions.

How were taxes handled on Semtech (SMTC) CEO Hong Q. Hou’s share acquisition?

To satisfy tax obligations on the March 10, 2026 equity compensation, 16,545 Semtech common shares were withheld at a price of $85.14 per share. This tax-withholding disposition is not an open-market sale and reduces the net shares delivered.

Did Semtech (SMTC) CEO Hong Q. Hou buy or sell shares on the open market?

The Form 4 shows no open-market purchases or sales. Activity consists of a 32,516-share acquisition through restricted stock unit conversion, a 51,843-unit RSU grant, and 16,545 shares withheld to cover tax liabilities associated with these equity awards.