Microchip (NASDAQ: MCHP) clarifies CFO stock tax withholding
Rhea-AI Filing Summary
MICROCHIP TECHNOLOGY INC (MCHP) reported insider equity activity by Senior Corporate VP and CFO James Eric Bjornholt on August 17, 2026. Restricted Stock Units covering 2,226 shares and Performance Stock Units covering 1,952 shares were exercised into common stock at a conversion price of $80.26 per share and held indirectly through a trust. In connection with these vestings, a total of 1,791 shares of common stock were delivered or withheld to cover the exercise price or tax obligations, including 837 shares explicitly identified as withheld to pay tax liability rather than sold.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 2,387 shares
Net Buy
6 txns
Insider
Bjornholt James Eric
Role
SENIOR CORPORATE VP AND CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F2 | 2,226 | $0.00 | $0.00 |
| Exercise | Performance Stock Units F3 | 1,952 | $0.00 | $0.00 |
| Exercise | Common Stock | 2,226 | $80.26 | $179K |
| Exercise Price or Tax Liability | Common Stock | 954 | $80.26 | $77K |
| Exercise | Common Stock | 1,952 | $80.26 | $157K |
| Tax Withholding | Common Stock F1 | 837 | $80.26 | $67K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common Stock — 30,960 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (3)
- F1. This Amended Form 4 is filed to accurately report that the transaction was F (payment of tax liability by withholding securities) and not a sale of securities. All subsequent reports filed after this date are deemed to include the modification herein.
- F2. The restricted stock units will vest in full on August 17, 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.
- F3. 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 June 30, 2025. 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 40.0% 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 vested on August 17, 2026. Vested shares were delivered to the reporting person upon vest.
Key Figures
RSUs exercised into common stock: 2,226 shares
PSUs exercised into common stock: 1,952 shares
Conversion or exercise price: $80.26 per share
+4 more
7 metrics
RSUs exercised into common stock
2,226 shares
Restricted Stock Units converted on August 17, 2026 at $80.26 per share
PSUs exercised into common stock
1,952 shares
Performance Stock Units converted on August 17, 2026 at $80.26 per share
Conversion or exercise price
$80.26 per share
Applies to both RSU and PSU derivative exercises reported on August 17, 2026
Shares delivered or withheld for exercise price or tax liability
1,791 shares
Code F transactions related to the August 17, 2026 exercises
Shares explicitly withheld for tax liability
837 shares
Code F transaction corrected by footnote F1 as tax withholding, not a sale
Target cumulative non-GAAP operating margin for PSU grant
40.0%
Target margin over 12 quarters ending June 30, 2025 for PSU earn-out
Derivative exercises
4,178 shares
Total shares underlying derivative exercises (RSUs and PSUs) per transaction summary
Key Terms
Restricted Stock Units, Performance Stock Unit, cumulative non-GAAP operating margin, payment of tax liability by withholding securities, +1 more
5 terms
Restricted Stock Units financial
"The restricted stock units will vest in full on August 17, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Unit financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
cumulative non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period"
payment of tax liability by withholding securities financial
"transaction was F (payment of tax liability by withholding securities)"
Equity Incentive Plan financial
"granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
What insider transaction did MCHP CFO James Eric Bjornholt report on August 17, 2026?
James Eric Bjornholt reported exercises of 2,226 RSUs and 1,952 PSUs into Microchip common stock at a conversion price of $80.26 per share, with the resulting shares held indirectly through a trust.
What does the amended coding change (F1) mean in the MCHP Form 4/A?
Footnote F1 clarifies that the transaction coded F for 837 shares was a payment of tax liability by withholding securities, and not a sale of securities. All subsequent reports after this date are deemed to reflect this correction.
How are the vested RSUs for MCHP’s CFO structured according to this filing?
Footnote F2 states that the restricted stock units vest in full on August 17, 2026 if service continues through that date, and that vested shares will be delivered to the reporting person upon vesting.
How are the Performance Stock Units (PSUs) for MCHP’s CFO earned?
Footnote F3 explains that each PSU represents a contingent right to receive shares based on Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2025, with a 40.0% margin as the target for the reported PSU amount.
Were the MCHP insider transactions under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox is marked false, and the footnotes do not state that these transactions were executed pursuant to a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
