Semtech (NASDAQ: SMTC) CEO receives performance shares and covers taxes

Q: Were Hong Q. Hou’s Semtech (SMTC) Form 4 transactions open-market stock sales?

The Form 4 does not show open-market sales by Hong Q. Hou. The dispositions reported use code F, indicating 16,545 and 13,912 shares were withheld at $76.52 per share to pay tax liabilities tied to vested performance stock units.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Semtech President and CEO Hong Q. Hou reported equity compensation activity involving performance-based stock units that vested into common shares and related tax withholding. On 2026-03-23, he acquired 32,517 and 27,342 shares of common stock at no cost upon vesting of prior performance stock unit awards tied to revenue, non-GAAP operating income, relative total stockholder return, and service conditions. To cover tax liabilities from these vestings, 16,545 and 13,912 shares were disposed of at $76.52 per share through share withholding rather than open-market sales. Following these transactions, Hou directly holds 70,977 shares of Semtech common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HOU HONG Q

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,517	$0.00	--
Tax Withholding	Common Stock	16,545	$76.52	$1.27M
Grant/Award	Common Stock	27,342	$0.00	--
Tax Withholding	Common Stock	13,912	$76.52	$1.06M

Holdings After Transaction: Common Stock — 74,092 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/25/2026 - 04:05 PM

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^*

HOU HONG Q

(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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/23/2026		A		32,517	A	$0	74,092	D
Common Stock	03/23/2026		F		16,545	D	$76.52	57,547	D
Common Stock⁽²⁾	03/23/2026		A		27,342	A	$0	84,889	D
Common Stock	03/23/2026		F		13,912	D	$76.52	70,977	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/Hong Q. Hou 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Semtech (SMTC) CEO Hong Q. Hou report on March 23, 2026?

Hong Q. Hou reported performance-based share vesting and related tax withholding. He acquired 32,517 and 27,342 Semtech common shares from vested performance stock units, and 16,545 and 13,912 shares were withheld at $76.52 per share to cover tax obligations.

How many Semtech (SMTC) shares does CEO Hong Q. Hou hold after these Form 4 transactions?

After the reported transactions, Hong Q. Hou directly holds 70,977 Semtech shares. This figure reflects his position following both performance stock unit vesting events and the associated share withholding used to satisfy tax liabilities on March 23, 2026.

Were Hong Q. Hou’s Semtech (SMTC) Form 4 transactions open-market stock sales?

The Form 4 does not show open-market sales by Hong Q. Hou. The dispositions reported use code F, indicating 16,545 and 13,912 shares were withheld at $76.52 per share to pay tax liabilities tied to vested performance stock units.

What are the performance conditions tied to Semtech (SMTC) CEO Hong Q. Hou’s stock unit awards?

The awards vest based on multi-year performance and service conditions. Vesting depends on Semtech’s pre-established revenue and non-GAAP operating income targets over one, two, and three years, relative total stockholder return over three years, and the satisfaction of a service condition.

Which Semtech (SMTC) performance stock unit awards vested for CEO Hong Q. Hou in this filing?

The filing reflects vesting from fiscal 2025 and 2026 performance stock unit grants. One transaction covers the first year in the fiscal 2026 performance period, and another covers the second year in the fiscal 2025 performance period, as specific multi-year targets were met.