HOU HONG Q 4

What Happened

• Hou Hong Q, President, CEO and Director of Semtech (SMTC), exercised/converted 32,516 derivative units into common stock and received a grant of 51,843 stock units on March 10, 2026. To cover withholding tax, 16,545 shares were surrendered (disposed) at a value of $85.14 each, totaling $1,408,641.
• The exercise/conversion entries are reported as derivative transactions (code M) and the withholding is reported as code F (payment of exercise price or tax liability). The grant is reported as code A (award/grant).

Key Details

• Transaction date: 2026-03-10 (Form 4 filed 2026-03-12).
• Exercises/conversions: 32,516 derivative units converted to shares (reported at $0.00 per share).
• Grant: 51,843 stock units (reported at $0.00 per unit). Footnote: each stock unit represents the contingent right to receive one share of common stock.
• Tax withholding: 16,545 shares withheld/disposed at $85.14 each = $1,408,641 (code F).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Filing timeliness: filing was submitted on 2026-03-12 for 2026-03-10 transactions (no late filing flag shown).

Context

• The 32,516-unit conversion and the simultaneous withholding of 16,545 shares to cover taxes is effectively a net-share settlement (similar to a cashless exercise) for tax obligations — common for option/award exercises and not necessarily a market-sentiment signal.
• The 51,843-unit award vests in installments: one-third vests on March 10, 2026 with the remainder in eight quarterly installments beginning June 10, 2026 (one vesting schedule), and one-third vests on March 10, 2027 with the remainder in eight quarterly installments beginning June 10, 2027 (per footnotes). These are contingent stock units, not an immediate cash sale.