Madhusudhan Rayabhari - 04 Jun 2025 Form 4 Insider Report for SEMTECH CORP (SMTC)

Role: SVP and GM
Signature: /s/Madhusudhan Rayabhari by Jeffrey Gutierrez under Power of Attorney dated October 6, 2023 (Copy On File)
Issuer symbol: SMTC
Transactions as of: 04 Jun 2025
Net transactions value: -$210,901
Form type: 4
Filing time: 06 Jun 2025, 16:06:23 UTC
Previous filing: 01 Apr 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Rayabhari Madhusudhan	SVP and GM	200 FLYNN RD., CAMARILLO	/s/Madhusudhan Rayabhari by Jeffrey Gutierrez under Power of Attorney dated October 6, 2023 (Copy On File)	06 Jun 2025	0001832524

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMTC	Common Stock	Options Exercise	$0	+10,897	+19%	$0.000000	67,012	04 Jun 2025	Direct
transaction	SMTC	Common Stock	Tax liability	$210,901	-5,534	-8.3%	$38.11	61,478	04 Jun 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SMTC	Restricted Stock Unit	Options Exercise	$0	-10,897	-100%	$0.000000	0	04 Jun 2025	Common Stock	10,897		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each stock unit represents the contingent right to receive one share of Semtech common stock.
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 first year in the performance period.

Content

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.