[Form 4/A] Microchip Technology Inc Amended Insider Trading Activity

Rhea-AI Filing Summary

Microchip Technology (MCHP) – Form 4/A filed 21 Jul 2025

Senior VP Operations Mathew B. Bunker reported receipt of 6,562 new equity awards on 2 Jan 2025:

• RSUs (3,409 units): 2,637 vest 15 Feb 2029; 515 vest 15 Feb 2028; 257 vest 15 Nov 2026.
• PSUs (3,153 units): 2,637 hinge on a 12-quarter non-GAAP operating-margin target (25%) through 31 Dec 2027; 516 hinge on an 8-quarter target through 31 Dec 2026.

All instruments carry a $0 exercise price and settle 1-for-1 in common stock upon vesting, provided continuous service.

After the grant, Bunker beneficially owns 23,606 common shares (23,531 direct, 75 indirect) in addition to the newly awarded derivative units.

The amendment corrects the performance period for the 516-unit PSU from 12 to 8 quarters; economic terms remain unchanged. No open-market purchases or sales were disclosed, indicating the filing represents routine incentive compensation rather than a directional insider trade.

Positive

• Performance-based PSUs tie compensation to achieving a 25% cumulative non-GAAP operating-margin target, reinforcing shareholder alignment.
• No insider sales were reported, avoiding negative sentiment that can accompany disposals.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine equity grant, no buy/sell; neutral valuation signal.

The filing shows standard RSU/PSU awards to a senior executive with multi-year vesting and performance hurdles. Because awards are at zero cost and tied to long-term margin targets, shareholder–management alignment marginally improves, yet there is no immediate cash outlay or purchase that would imply insider conviction about near-term price. The amendment simply clarifies one PSU’s 8-quarter measurement window and has no financial impact. Overall, the disclosure is administrative and should not materially influence MCHP’s valuation.

Corporate Governance Expert

TL;DR: Long-dated PSUs boost pay-for-performance integrity.

The mix of RSUs and PSUs continues Microchip’s emphasis on performance-linked compensation. Targets based on cumulative non-GAAP operating margin align incentives with profitability rather than share price alone, a governance best practice. Vesting through 2026-2029 encourages executive retention. The corrected PSU disclosure underscores transparency. However, because such grants are common in tech firms and do not alter share count until vesting, the market impact remains minimal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bunker Mathew B

(Last) (First) (Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 W CHANDLER BLVD

(Street)

CHANDLER AZ 85224-6199

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [ MCHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SENIOR VP, OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								23,606	I	Shares held Directly and Indirectly, by Daughter(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	01/02/2025		A		2,637		(3)	(3)	Common Stock	2,637	$0	2,637	D
Performance Stock Units	(4)	01/02/2025		A		2,637		(5)	(5)	Common Stock	2,637	$0	2,637	D
Restricted Stock Units	(2)	01/02/2025		A		515		(6)	(6)	Common Stock	515	$0	515	D
Performance Stock Units(7)	(4)	01/02/2025		A		516		(8)	(8)	Common Stock	516	$0	516	D
Restricted Stock Units	(2)	01/02/2025		A		257		(9)	(9)	Common Stock	257	$0	257	D

Explanation of Responses:

1. Of the 23,606 shares held, 23,531 are held directly, and 75 shares are held by the Reporting Person's daughter.

2. Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

3. The restricted stock units will vest in full on February 15, 2029 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

4. Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

5. Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending December 31, 2027. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 25.0% over the 12 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs will vest on February 15, 2029 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

6. The restricted stock units will vest in full on February 15, 2028 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

7. This Form 4 is being amended to correctly reflect the performance period for this PSU grant as 8 quarters. All subsequent Reports filed after this date are deemed to include the modification herein.

8. Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 8 quarters ending December 31, 2026. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 25.0% over the 8 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs will vest on February 15, 2028 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

9. The restricted stock units will vest in full on November 15, 2026 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Microchip (MCHP) shares does Mathew Bunker now own?

He beneficially owns 23,606 common shares, plus 6,562 derivative RSU/PSU awards.

What is the vesting schedule for the newly granted RSUs?

RSUs vest on 15 Feb 2029 (2,637 units), 15 Feb 2028 (515 units) and 15 Nov 2026 (257 units).

What performance metric governs the PSUs granted to the executive?

Payout depends on Microchip’s cumulative non-GAAP operating margin achieving 25% over 8- or 12-quarter periods ending 31 Dec 2026 and 31 Dec 2027.

Why was this Form 4 amended?

The amendment corrects the performance period for a 516-unit PSU from 12 to 8 quarters; no other terms changed.

Were any shares bought or sold on the open market?

No. The filing reports equity awards only; there were no purchases or disposals of common stock.