Semtech (NASDAQ: SMTC) EVP Jason Green reports vesting of performance stock units

Rhea-AI Filing Summary

Semtech EVP and CCO Jason Elliot Green reported routine equity compensation activity. He received 14,452 shares of common stock as part of a performance stock unit award that vested based on fiscal 2026 performance and service conditions. Of these, 5,687 shares at $76.52 per share were surrendered to cover tax obligations, leaving him with 16,311 shares directly owned.

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^*

Green Jason Elliot

(Last) (First) (Middle)

200 FLYNN RD.

(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)
	EVP and CCO

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		14,452	A	$0	21,998	D
Common Stock	03/23/2026		F		5,687	D	$76.52	16,311	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.

Remarks:

	/s/Jason Green 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) EVP and CCO Jason Green report?

Jason Green reported a grant-related acquisition of 14,452 Semtech common shares and a tax-withholding disposition of 5,687 shares. These actions reflect routine equity compensation vesting rather than open-market buying or selling activity.

Were Jason Green’s Semtech (SMTC) transactions open-market buys or sells?

No, the Form 4 shows no open-market buys or sells. The 14,452 shares were granted as compensation, and 5,687 shares were withheld to pay taxes, a common mechanism for equity award vesting.

How many Semtech (SMTC) shares does Jason Green hold after this Form 4?

After the vesting and related tax withholding, Jason Green directly holds 16,311 shares of Semtech common stock. This figure reflects his updated ownership following the reported non-derivative equity compensation transactions.

What type of equity award vested for Semtech (SMTC) EVP Jason Green?

The footnote explains that performance stock units granted in fiscal 2026 vested in part. Vesting depended on revenue, non-GAAP operating income, relative total stockholder return over up to three years, and continued service, with this transaction covering the first year’s performance period.

Did Semtech (SMTC) indicate why 5,687 shares were disposed of in this Form 4?

Yes. The 5,687 shares were disposed of under code F, meaning they were delivered to cover tax liabilities tied to the vesting of performance stock units, rather than being sold on the open market for investment purposes.