MCHP Form 4/A: PSU target 30.0% and multi‑year RSU vesting

Rhea-AI Filing Summary

Microchip Technology (MCHP) amended a Form 4 to report insider equity activity for Senior VP, Operations Mathew B. Bunker. The amendment records a disposition of 29,736 shares of common stock and the grant of time‑based restricted stock units (RSUs) and performance stock units (PSUs). The awards total 4,817 contingent units: 2,339 RSUs and 2,340 PSUs granted with vesting on 11/15/2029, plus a smaller tranche of 69 RSUs and 69 PSUs vesting on 11/15/2028.

The PSUs are measured against Microchip's cumulative non‑GAAP operating margin over 12 quarters ending 09/30/2028 with a reported target threshold of 30.0%; the actual PSUs earned may be higher or lower depending on performance. The Form 4/A corrects the non‑GAAP operating margin figure and notes that vested shares will be delivered upon vesting if the reporting person remains a service provider.

Positive

• Long‑dated retention awards: RSUs vesting on 11/15/2028 and 11/15/2029 encourage multi‑year tenure
• Performance linkage: PSUs tied to a 30.0% cumulative non‑GAAP operating margin over 12 quarters aligns pay with sustained operating performance
• Amendment clarity: The Form 4/A corrects the PSU performance threshold, improving disclosure accuracy

Negative

• Insider sale: Disposal of 29,736 common shares reduces the reporting person's direct holdings
• PSU payout uncertainty: Actual PSUs earned can be higher or lower than target depending on future operating margins through 09/30/2028

Insights

Corporate Compensation Analyst

Grant structure ties executive pay to multi‑quarter operating margin and retention through 2028–2029.

The awards combine time‑based RSUs and performance‑based PSUs, with PSUs measured on cumulative non‑GAAP operating margin over 12 quarters ending 09/30/2028. This aligns pay with multi‑quarter operational profitability rather than single‑quarter results and includes multi‑year vesting (11/15/2028 and 11/15/2029).

Key dependencies are continued service through vest dates and achieving the 30.0% cumulative non‑GAAP operating margin to earn target PSUs. Monitor reported non‑GAAP operating margin across the 12‑quarter window and any future amendments clarifying measurement methodology or payout curves.

Insider Activity Monitor

Reported sale of 29,736 shares offsets grant disclosure; timing and size are straightforward and require no adverse inference.

The Form shows a disposal of 29,736 common shares on 10/01/2025 alongside grant activity disclosed the same date. The filing is amended to correct the PSU performance threshold to 30.0%.

Investors should note the absolute share disposal and the separate long‑dated retention incentives; check future Forms for vesting delivery, exercise, or further disposals to understand ongoing insider liquidity and alignment.

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)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2025

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								29,736	D

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	(1)	10/01/2025		A		2,339		(2)	(2)	Common Stock	2,339	$0	2,339	D
Performance Stock Units	(3)	10/01/2025		A		2,340		(4)(5)	(4)(5)	Common Stock	2,340	$0	2,340	D
Restricted Stock Units	(1)	10/01/2025		A		69		(6)	(6)	Common Stock	69	$0	69	D
Performance Stock Units	(3)	10/01/2025		A		69		(5)(7)	(5)(7)	Common Stock	69	$0	69	D

Explanation of Responses:

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

2. The restricted stock units will vest in full on November 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.

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

4. 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 September 30, 2028. 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 30.0% 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 November 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.

5. This Amended Form 4 is filed to accurately report the non-GAAP operating margin as 30.0%. All subsequent reports filed after this date are deemed to include the modification herein.

6. The restricted stock units will vest in full on November 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. 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 September 30, 2028. 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 30.0% 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 November 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.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	10/06/2025
	** 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.
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FAQ

What did Microchip (MCHP) insider Mathew B. Bunker report on Form 4/A?

The filing reports a disposition of 29,736 common shares and grants of RSUs (2,339 + 69) and PSUs (2,340 + 69) on 10/01/2025.

When do the RSUs and PSUs vest for Mathew B. Bunker?

A tranche of awards vests on 11/15/2028 (69 RSUs/69 PSUs) and the larger tranche vests on 11/15/2029 (2,339 RSUs/2,340 PSUs), subject to continued service.

What performance metric determines PSU payouts?

PSUs are payable based on Microchip's cumulative non‑GAAP operating margin over 12 quarters ending 09/30/2028 with a target of 30.0%.

Why was this Form 4 amended?

The amendment was filed to accurately report the non‑GAAP operating margin as 30.0% and to ensure subsequent reports include this modification.

Will the reporting person receive shares immediately?

No; each RSU/PSU is a contingent right. Vested shares will be delivered upon vesting dates provided the reporting person remains a service provider.