WILSON JOHN MICHAEL 4

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.