SEMTECH CORPSMTC
SEMTECH CORP Stock Compensation Disclosure
Share-Based Compensation
The number of authorized shares remaining available for grant under the equity incentive plan was 5,773,258 as of January 25, 2026.
Financial Statement Effects and Presentation
Pre-tax share-based compensation was included in the Statements of Operations for fiscal years 2026, 2025 and 2024 as follows:
| Fiscal Year Ended | |||||||||||||||||
| (in thousands) | January 25, 2026 | January 26, 2025 | January 28, 2024 | ||||||||||||||
| Cost of sales | $ | 2,697 | $ | 2,933 | $ | 1,995 | |||||||||||
| Product development and engineering | 15,098 | 13,965 | 12,844 | ||||||||||||||
| Selling, general and administrative | 39,928 | 51,138 | 25,331 | ||||||||||||||
| Share-based compensation | $ | 57,723 | $ | 68,036 | $ | 40,170 | |||||||||||
Restricted Stock Units, Employees
The Company grants restricted stock units to certain employees of which a portion are expected to be settled with shares of the Company's common stock and a portion are expected to be settled in cash. The restricted stock units that are to be settled with shares are accounted for as equity. The grant date for these awards is equal to the measurement date and they are valued as of the measurement date, based on the closing price for a share of Company common stock on the grant date, and recognized as share-based compensation expense over the requisite vesting period (typically between 1 and 4 years). The restricted stock units that are to be settled in cash are accounted for as liabilities and the value of the awards is re-measured at the end of each reporting period until settlement at the end of the requisite vesting period (typically 3 years).
The following table summarizes the activity for restricted stock units awarded to employees for fiscal year 2026:
(in thousands, except per share data) | Total Units | Units Subject to Share Settlement | Units Subject to Cash Settlement | Weighted-Average Grant Date Fair Value (per share) | |||||||||||||||||||
| Nonvested at January 26, 2025 | 2,720 | 2,716 | 4 | $ | 28.94 | ||||||||||||||||||
| Granted | 1,136 | 1,136 | — | 44.22 | |||||||||||||||||||
| Vested | (1,296) | (1,294) | (2) | 30.72 | |||||||||||||||||||
| Forfeited | (214) | (214) | — | 30.79 | |||||||||||||||||||
| Nonvested at January 25, 2026 | 2,346 | 2,344 | 2 | 35.21 | |||||||||||||||||||
The aggregate unrecognized compensation for the non-vested restricted stock units that settle in shares as of January 25, 2026 was $62.5 million, which will be recognized over a weighted-average period of 1.7 years. The aggregate unrecognized compensation for the non-vested restricted stock units that settle in cash as of January 25, 2026 was $0.1 million, which will be recognized over a weighted-average period of 0.1 years.
Restricted Stock Units, Non-Employee Directors
The Company maintains a compensation program pursuant to which restricted stock units are granted to the Company’s directors that are not employed by the Company or any of its subsidiaries. Under the Company's director compensation program in effect prior to the Company's 2025 annual meeting of stockholders, a portion of the stock units granted under the program would be settled in cash and a portion would be settled in shares of the Company's common stock. Stock units granted under the program in connection with and following the Company's 2025 annual meeting of stockholders will be settled in shares of the Company's common stock. Restricted stock units awarded under the program are scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the first annual meeting of the Company's stockholders following the grant. Restricted stock units awarded under the program that are to be settled in cash will, subject to vesting, be settled when the director who received the award separates from service. Restricted stock units awarded under the program that are to be settled in shares of stock will, subject to vesting, be settled promptly following vesting; provided that a director may elect to defer the settlement date to the director's separation from service pursuant to the Company's Director Deferred Compensation Plan (Non-Employee).
The restricted stock units that are to be settled in cash are accounted for as liabilities. These awards are not typically settled until a non-employee director’s separation from service. The value of both the unvested and vested but unsettled awards are re-measured at the end of each reporting period until settlement. As of January 25, 2026, the total number of unvested and vested but unsettled awards was 133,457 units and the liability associated with these awards was $11.3 million, of which $3.8 million was included in "Accrued liabilities" in the Balance Sheets related to one previous non-employee director currently serving a short-term non-employee consultancy for the Company. The remaining $7.5 million was included in "Other long-term liabilities" in the Balance Sheets.
The restricted stock units that are to be settled in shares are accounted for as equity. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date, based on the closing price for a share of Company common stock on the grant date, and recognized as share-based compensation expense over the requisite vesting period (typically one year).
The following table summarizes the activity for restricted stock units awarded to non-employee directors for fiscal year 2026:
| (in thousands, except per share data) | Total Units | Units Subject to Share Settlement | Units Subject to Cash Settlement | Weighted-Average Grant Date Fair Value (per share) | |||||||||||||||||||
| Nonvested at January 26, 2025 | 46 | 23 | 23 | $ | 31.50 | ||||||||||||||||||
| Granted | 43 | 43 | — | 37.58 | |||||||||||||||||||
| Vested | (46) | (23) | (23) | 31.50 | |||||||||||||||||||
| Forfeited | — | — | — | — | |||||||||||||||||||
| Nonvested at January 25, 2026 | 43 | 43 | — | 37.58 | |||||||||||||||||||
Financial Metric-Based Restricted Stock Units with a Market Condition
The Company grants financial metric-based restricted stock units with a market condition (the "Performance Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The Performance Awards have both a financial metric-based performance condition and a pre-defined market condition, which together determine the number of shares that ultimately vest, in addition to the condition of continued service. The number of vested shares for each of the three tranches of the awards, which are the , and three-year performance periods, is determined based on the Company's attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period. The vesting for tranches after the initial performance period is also dependent on the actual number of vested shares for the preceding performance period. The market condition is determined based upon the Company's total stockholder return ("TSR") benchmarked against the TSR of an index over the three-year performance period. For fiscal year 2026 grants, the benchmark was against the Russell 3000 Index. The market condition functions as a catch-up provision in determining the vesting of the third tranche of the awards based on the performance over the full three-year performance period. Generally, the award recipients must be employed for the entire one-, two-, or three-year performance period in order to vest in the portion of the award corresponding to that performance period.
The grant-date fair values of the first and second tranches of the Performance Awards are valued using the closing stock price on the grant date and the grant-date fair value of the third tranche of the Performance Awards is valued using a Monte Carlo simulation, which takes into consideration the possible outcomes pertaining to the TSR market condition. The compensation cost of the Performance Awards is recognized using the accelerated attribution method over the requisite service period based on the number of shares that are probable of attainment for each fiscal year.
In fiscal year 2026, the Company granted Performance Awards covering 375,987 shares of Company common stock at the targeted performance levels. The weighted-average grant-date fair values for each of the , and three-year performance periods over which the Performance Awards vest were $34.20, $34.20 and $44.05, respectively. Under the terms of these awards, assuming the highest performance level of 200% with no cancellations due to forfeitures, the maximum potential number of shares that can be earned in aggregate for the cumulative fiscal years 2026, 2027 and 2028 performance periods would be 751,974 shares. In the fiscal year ended January 25, 2026, Performance Awards covering 45,619 shares at the targeted performance levels were forfeited due to the terminations of certain recipients.
The following table summarizes the activity for the Performance Awards for fiscal year 2026:
| (in thousands, except per share data) | Total Units | Weighted-Average Grant Date Fair Value (per share) | |||||||||
| Nonvested at January 26, 2025 | 369 | $ | 42.23 | ||||||||
| Granted | 376 | 37.48 | |||||||||
| Vested | (139) | 36.31 | |||||||||
Cancelled/Forfeited (1) | (46) | 55.08 | |||||||||
| Nonvested at January 25, 2026 | 560 | 39.46 | |||||||||
(1) Primarily represents forfeitures due to the terminations of certain recipients.
Amounts in the table above include the stated number of Performance Awards granted and outstanding. However, the number of Performance Awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual achievement level over the performance period.
The aggregate unrecognized compensation expense for Performance Awards as of January 25, 2026 was $13.6 million, which will be recognized over a weighted-average period of 0.9 years.
TSR Market-Condition Restricted Stock Units
The Company grants TSR market-condition restricted stock units (the "TSR Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The TSR Awards have a pre-defined market condition, which determines the number of shares that ultimately vest, as well as a service condition. The market condition is determined based upon the Company’s TSR benchmarked against the TSR of an index over , and three-year periods-year performance periods (one-third of the awards vesting each performance period). For fiscal year 2024 grants, the benchmark was against the Russell 3000 Index. Generally, the TSR Awards recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards. The TSR Awards are valued as of the grant date using a Monte Carlo simulation which takes into consideration the possible outcomes pertaining to the TSR market condition and expense is recognized on a straight-line basis over the requisite service periods and is adjusted for any actual forfeitures.
There were no TSR Awards granted in fiscal years 2026 and 2025. In fiscal year 2024, the Company granted 202,951 TSR Awards.
The following table summarizes the activity for the TSR Awards for fiscal year 2026:
| (in thousands, except per share data) | Total Units | Weighted-Average Grant Date Fair Value (per share) | |||||||||
| Nonvested at January 26, 2025 | 71 | $ | 47.26 | ||||||||
| Granted | — | — | |||||||||
| Vested | (52) | 47.82 | |||||||||
| Cancelled/Forfeited | — | — | |||||||||
| Nonvested at January 25, 2026 | 19 | 45.72 | |||||||||
Amounts in the table above include the stated number of awards granted and outstanding. However, the number of awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual TSR achievement level over the performance period.
There was no aggregate unrecognized compensation expense for TSR Awards as of January 25, 2026.
Financial Metric-Based Restricted Stock Units
The Company grants financial metric-based restricted stock units (the "Metric-based Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The Metric-based Awards have a performance condition in addition to a service condition. The number of vested shares for each performance period is determined based on the Company’s attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period. The vesting for tranches after the initial performance period is dependent on revenue and non-GAAP operating income for the preceding performance period. The Metric-based Awards are valued as of the measurement date and compensation cost is recognized using the accelerated attribution method over the requisite service period based on the number of shares that are probable of attainment for each fiscal year.
In fiscal year 2024, the Company granted 189,918 Metric-based Awards that vest over , and three-year performance periods (one-third of the awards vesting each performance period). There were no Metric-based Awards granted in fiscal years 2026 and 2025. Generally, the Metric-based Awards recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards.
The following table summarizes the activity for the Metric-based Awards for fiscal year 2026:
| (in thousands, except per share data) | Total Units | Weighted-Average Grant Date Fair Value (per share) | |||||||||
| Nonvested at January 26, 2025 | 59 | $ | 30.86 | ||||||||
| Granted | — | — | |||||||||
| Vested | (40) | 32.70 | |||||||||
| Cancelled/Forfeited | — | — | |||||||||
| Nonvested at January 25, 2026 | 19 | 27.02 | |||||||||
Amounts in the table above include the stated number of Metric-based Awards granted and outstanding. However, the number of Metric-based Awards that ultimately vest may be higher or lower than the originally granted amounts depending upon the actual achievement level over the performance period.
There was no aggregate unrecognized compensation expense for Metric-based Awards as of January 25, 2026.
Non-Qualified Stock Options
From time to time, the Company grants non-qualified stock options to employees and/or non-employee directors. The fair values of these grants are measured on the grant date and recognized as expense over the requisite vesting period (typically 3-4 years). The Company uses the Black-Scholes pricing model to value stock options. The maximum contractual term of stock options is generally 6 to 10 years. There were no stock options granted in fiscal years 2026, 2025 or 2024.
The following table summarizes the activity for stock options for fiscal year 2026:
| (in thousands, except per share data) | Number of Shares | Weighted- Average Exercise Price (per share) | Aggregate Intrinsic Value (1) | Number of Shares Exercisable | Weighted-Average Contractual Term (years) | ||||||||||||||||||||||||
| Vested and expected to vest at January 26, 2025 | 286 | $ | 29.59 | $ | 12,434 | 150 | 3.8 | ||||||||||||||||||||||
| Exercised | (141) | 29.50 | 5,423 | ||||||||||||||||||||||||||
| Forfeited | (6) | 29.30 | |||||||||||||||||||||||||||
| Vested and expected to vest at January 25, 2026 | 139 | 29.70 | 7,075 | 139 | 2.8 | ||||||||||||||||||||||||
| Vested and exercisable at January 25, 2026 | 139 | 29.70 | 7,075 | 2.8 | |||||||||||||||||||||||||
(1) The aggregate intrinsic value of stock options vested and exercisable as of January 25, 2026 is calculated based on the difference between the exercise price and the $80.52 closing price of the Company's common stock as of January 23, 2026 (the last trading day of the fiscal year ended January 25, 2026).
There was no aggregate unrecognized compensation expense for the outstanding stock options as of January 25, 2026.
The following table summarizes information regarding nonvested stock option awards at January 25, 2026:
| (in thousands, except per share data) | Number of Shares | Weighted-Average Exercise Price (per share) | Weighted-Average Grant Date Fair Value (per share) | ||||||||||||||
| Nonvested at January 26, 2025 | 136 | $ | 29.30 | $ | 12.77 | ||||||||||||
| Vested | (130) | 29.30 | 12.77 | ||||||||||||||
| Forfeited | (6) | 29.30 | 12.77 | ||||||||||||||
| Nonvested at January 25, 2026 | — | ||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 23, 2026 | Showing above |
| 2025 | Mar 25, 2025 | |
| 2024 | Mar 28, 2024 | |
| 2023 | Mar 30, 2023 | |
| 2022 | Mar 16, 2022 | |
| 2021 | Mar 24, 2021 | |
| 2020 | Mar 20, 2020 | |
| 2019 | Mar 21, 2019 | |
| 2018 | Mar 22, 2018 | |
| 2017 | Mar 23, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.