MCHP Amended Form 4: CFO Granted 3,071 RSUs and 3,071 PSUs

Rhea-AI Filing Summary

James Eric Bjornholt, Senior Vice President and Chief Financial Officer of Microchip Technology Incorporated (MCHP), filed an amended Form 4 reporting equity awards and existing indirect holdings. The amendment corrects the performance target to a cumulative non-GAAP operating margin of 30.0% over 12 quarters ending September 30, 2028. On October 1, 2025, the reporting person was granted 3,071 restricted stock units (RSUs) and 3,071 performance stock units (PSUs), each contingent on service and, for PSUs, company performance. The RSUs and any earned PSUs vest and will be delivered on November 15, 2029, provided continued service through vesting.

The filing also shows 30,089 shares of common stock beneficially owned indirectly by the reporting person via a trust. The amendment was filed to state the PSU performance metric precisely as 30.0%, and notes that later reports are deemed to include this correction.

Positive

• Clear disclosure of equity awards and correction of PSU metric to 30.0%
• Retention alignment: RSUs and PSUs vest on November 15, 2029, encouraging long-term service
• Performance linkage: PSUs tie pay to cumulative non-GAAP operating margin over 12 quarters

Negative

• Performance hurdle is specific and potentially demanding (30.0% cumulative margin), which could result in lower PSU payouts if not met
• Significant indirect holdings of 30,089 shares are controlled via trust, which may limit direct open-market buying/selling flexibility

Insights

Compensation & Governance Analyst

Long-term equity awards align CFO incentives to multi-year margin targets.

The grant of 3,071 RSUs and 3,071 PSUs creates both straight service-based retention (RSUs vesting on November 15, 2029) and performance-linked upside (PSUs tied to a cumulative non-GAAP operating margin of 30.0% through September 30, 2028). Vesting and delivery depend on continued service, which supports retention through the vesting date.

Execution risks include achieving the specified cumulative margin over a 12-quarter window; if the company falls short the actual PSU payout could be lower than target. Monitor published quarterly non-GAAP operating margins through Q3 2028 to assess likely PSU attainment within the measurement period.

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

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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^*

Bjornholt James Eric

(Last) (First) (Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 WEST CHANDLER BOULEVARD

(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 AND CFO

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								30,089	I	Shares held Indirectly, by Trust.

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		3,071		(2)	(2)	Common Stock	3,071	$0	3,071	D
Performance Stock Units	(3)	10/01/2025		A		3,071		(4)(5)	(4)(5)	Common Stock	3,071	$0	3,071	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 November15, 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.

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) CFO James E. Bjornholt receive on 10/01/2025?

He was granted 3,071 restricted stock units (RSUs) and 3,071 performance stock units (PSUs) on October 1, 2025.

When do the RSUs and PSUs vest for MCHP CFO awards?

Both the RSUs and any earned PSUs vest and will be delivered on November 15, 2029, contingent on continued service.

What performance metric applies to the PSUs filed in the amended Form 4?

PSUs are measured against a cumulative non-GAAP operating margin target of 30.0% over 12 quarters ending September 30, 2028.

How many Microchip shares does the reporting person beneficially own indirectly?

The filing reports 30,089 shares of common stock held indirectly by the reporting person via a trust.

Why was the Form 4 amended?

The amendment was filed to accurately report the PSU performance metric as 30.0%; subsequent reports are deemed to include this modification.