WILSON JOHN MICHAEL 4

4 · SEMTECH CORP · Filed Mar 25, 2026

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Updated Mar 25, 2026

Semtech (SMTC) CTO John M. Wilson Receives Awards, Sells Shares

What Happened

John M. Wilson, Chief Quality Officer and CTO of Semtech (SMTC), had performance stock units vest on 2026-03-23. He was issued 5,600 shares (grant at $0.00) and 9,325 shares (grant at $0.00).
To satisfy tax obligations on the vesting, 2,850 shares were surrendered at $76.52 per share (proceeds $218,082) and 4,745 shares were surrendered at $76.52 per share (proceeds $363,087), for a total of $581,169. These disposals are tax withholdings, not open-market sales.

Key Details

Transaction date: 2026-03-23; Form 4 filed 2026-03-25 (filed two days after the transactions).
Prices: awards recorded at $0.00; withholding/settlement price $76.52 per share.
Shares surrendered for tax withholding: 2,850 and 4,745 (total surrendered 7,595).
Shares issued (vested): 5,600 and 9,325 (total vested 14,925).
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes: F1 = FY2026 PSUs vesting (represents year‑1 vesting/payment); F2 = FY2025 PSUs vesting (represents year‑2 vesting/payment). PSU vesting depends on revenue and non‑GAAP operating income targets, relative TSR over 3 years, and a service condition.
Transaction code F indicates payment of exercise price or tax withholding (i.e., shares were surrendered to cover taxes).

Context

These transactions reflect the vesting of performance stock units and the standard withholding of vested shares to cover tax liabilities (a form of cashless settlement). Because the surrendered shares were used for taxes rather than sold on the open market, this filing does not necessarily indicate a discretionary sale or change in insider sentiment.

Form 4

Period: 2026-03-23

Chief Quality Officer and CTO

Transactions

Footnotes (2)

[F1]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.
[F2]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.

Signature

/s/J.Michael Wilson by Mark Lin under Power of Attorney dated October 16, 2025 (Copy on File)|2026-03-25

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