Form 4: Semtech SVP & GM William Ross Gray Reports Vesting of Performance Stock Units and Subsequent Share Disposition

Semtech Corporation's Senior Vice President and General Manager, William Ross Gray, reported the vesting of 7,639 performance-based Restricted Stock Units (RSUs) and the subsequent disposition of 4,087 shares for tax withholding purposes.

Summary

• William Ross Gray, SVP and GM of Semtech Corp (SMTC), reported transactions on June 4, 2025, related to his beneficial ownership.
• He acquired 7,639 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Concurrently, he disposed of 4,087 shares of Common Stock at a price of $38.11 per share to cover tax liabilities associated with the RSU vesting.
• Following these transactions, Mr. Gray beneficially owns 15,987 shares of Semtech Common Stock.
• The vested RSUs were part of a performance award granted in Semtech's fiscal year 2025, contingent on achieving pre-established revenue and non-GAAP operating income targets over one, two, and three years, relative total stockholder return over three years, and a service condition.
• This transaction specifically represents the vesting and payment for the first year of the performance period.

Sentiment

Score: 7

Explanation: The vesting of performance-based awards is a positive indicator as it signifies that the company has met its pre-established performance targets, reflecting positively on operational execution.

Positives

• The vesting of performance stock units indicates that Semtech met its pre-established revenue and non-GAAP operating income targets for the first year of the performance period, which is a positive indicator of operational performance.

Negatives

• The disposition of 4,087 shares reduces the direct beneficial ownership of the reporting person, although this is a standard practice for tax withholding upon RSU vesting.

Future Outlook

The vesting of performance stock units for the first year of a multi-year performance period implies that future vesting opportunities exist based on Semtech's continued attainment of revenue, non-GAAP operating income targets, and relative total stockholder return over the remaining two and three-year periods.

Management Comments

• "Each stock unit represents the contingent right to receive one share of Semtech common stock."
• "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 first year in the performance period."

Industry Context

This Form 4 filing is a routine disclosure of an executive's stock transactions, specifically related to the vesting of performance-based compensation. Such filings are common across all industries for publicly traded companies as part of their executive compensation programs and regulatory compliance.

Related Party Transactions

• The vesting of performance stock units granted by Semtech to its SVP and GM, William Ross Gray, constitutes a related party transaction as part of executive compensation.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards suggests that the company is meeting its internal performance metrics, which could be viewed positively by shareholders as it aligns executive incentives with company performance.

Next Steps

• Future vesting of the remaining tranches of performance stock units will occur based on Semtech's continued achievement of revenue, non-GAAP operating income, and relative total stockholder return targets over the subsequent two and three-year periods.

Key Dates

Keywords

Semtech, SMTC, Form 4, Insider Transaction, Stock Vesting, Restricted Stock Units, Executive Compensation, Performance Awards, Share Disposition, Tax Withholding