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Semtech (NASDAQ: SMTC) COO exercises RSUs and withholds shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Semtech EVP and COO Asaf Silberstein reported routine equity compensation activity involving company stock. He exercised 2,438 restricted stock units into an equal number of common shares and, in a related move, 1,241 common shares were disposed of to cover tax obligations through share withholding.

After these transactions, he directly holds 105,362 shares of Semtech common stock and 17,072 restricted stock units. The filing reflects option/RSU vesting and associated tax payments rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Silberstein Asaf
Role EVP and COO
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,438 $0.00 --
Exercise Common Stock 2,438 $0.00 --
Tax Withholding Common Stock 1,241 $157.52 $195K
Holdings After Transaction: Restricted Stock Unit — 17,072 shares (Direct, null); Common Stock — 106,603 shares (Direct, null)
Footnotes (1)
  1. Each stock unit represents the contingent right to receive one share of Semtech common stock. One third of this grant vested on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.
Tax-withholding shares 1,241 shares Common Stock disposed on June 10, 2026 to pay taxes
Tax-withholding reference price $157.52 per share Value used for 1,241-share tax-withholding disposition
RSUs exercised 2,438 units Restricted Stock Units converted into common stock on June 10, 2026
Shares held after transactions 105,362 shares Direct Semtech common stock holding after June 10, 2026 events
RSUs held after transactions 17,072 units Restricted Stock Unit balance following the reported exercise
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit""
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion""
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each stock unit represents the contingent right to receive one share"
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SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026M2,438A$0106,603D
Common Stock06/10/2026F1,241D$157.52105,362D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/10/2026M2,438 (2) (2)Common Stock2,438$017,072D
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 vested on March 10, 2026 and the remainder of this grant vests in eight quarterly installments beginning on June 10, 2026.
Remarks:
/s/Asaf Silberstein by Mark Lin under Power of Attorney dated November 5, 2025 (Copy On File)06/12/2026
** Signature of Reporting PersonDate
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) COO Asaf Silberstein report?

Asaf Silberstein reported exercising 2,438 restricted stock units into common shares and a related tax-withholding disposition of 1,241 common shares. These transactions reflect equity compensation vesting and associated tax payments, not open-market purchases or sales of Semtech stock.

How many Semtech (SMTC) shares does Asaf Silberstein hold after this Form 4?

Following the reported transactions, Asaf Silberstein directly holds 105,362 shares of Semtech common stock and 17,072 restricted stock units. This position information comes directly from the Form 4 totals listed after the June 10, 2026 equity compensation events.

Was the Semtech (SMTC) Form 4 transaction an open-market sale or purchase?

The Form 4 shows no open-market sale or purchase. Instead, it records a derivative exercise of 2,438 restricted stock units into common shares and a tax-withholding disposition of 1,241 shares used to satisfy tax obligations tied to the vesting.

What does the tax-withholding disposition in the Semtech (SMTC) Form 4 mean?

The tax-withholding disposition reflects 1,241 Semtech common shares delivered to cover tax liabilities from equity compensation. This is coded as an F transaction, indicating payment of exercise price or tax liability by delivering securities, not a discretionary market sale.

What are the terms of the restricted stock units in this Semtech (SMTC) filing?

Each restricted stock unit represents the contingent right to receive one share of Semtech common stock. One third of the grant vested on March 10, 2026, with the remainder vesting in eight quarterly installments beginning June 10, 2026, according to the footnotes.