Microchip (NASDAQ: MCHP) CFO exercises RSUs, withholds 1,296 shares
Rhea-AI Filing Summary
MICROCHIP TECHNOLOGY INC (MCHP) reported amended insider transactions by Senior Corporate VP and CFO James Eric Bjornholt. On August 15, 2026, he exercised or converted restricted stock units and performance stock units into 3,021 shares of common stock at a conversion price of $80.26 per share, held indirectly through a trust. In related code F transactions, 1,296 shares of common stock were delivered or withheld for payment of exercise price or tax liability. Footnotes describe detailed RSU and PSU vesting schedules tied to cumulative non-GAAP operating margin over 12 quarters ending September 30, 2024, and state that this amended Form 4 corrects the performance measure date for the PSU grant.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,725 shares
Net Buy
12 txns
Insider
Bjornholt James Eric
Role
SENIOR CORPORATE VP AND CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1 | 776 | $0.00 | $0.00 |
| Exercise | Performance Stock Units F2, F3 | 1,355 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F4 | 252 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F4 | 638 | $0.00 | $0.00 |
| Exercise | Common Stock | 776 | $80.26 | $62K |
| Exercise Price or Tax Liability | Common Stock | 333 | $80.26 | $27K |
| Exercise | Common Stock | 1,355 | $80.26 | $109K |
| Exercise Price or Tax Liability | Common Stock | 581 | $80.26 | $47K |
| Exercise | Common Stock | 252 | $80.26 | $20K |
| Exercise Price or Tax Liability | Common Stock | 108 | $80.26 | $9K |
| Exercise | Common Stock | 638 | $80.26 | $51K |
| Exercise Price or Tax Liability | Common Stock | 274 | $80.26 | $22K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common Stock — 32,685 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (4)
- F1. The restricted stock units vested in three quarterly installments of 1,556 shares beginning November 15, 2023, one quarterly installment of 1,554 shares on August 15, 2024, and eight quarterly installments of 776 shares beginning on November 15, 2024. Vested shares were delivered to the reporting person upon vest.
- F2. 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, 2024. 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 ratably over eight quarters beginning on November 15, 2024 as long as the reporting person remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.
- F3. This Amended Form 4 is filed to accurately report performance measure date on this grant. All subsequent reports filed after this date are deemed to include the modification herein.
- F4. The restricted stock units vested in full on August 15, 2026. Vested shares were delivered to the reporting person upon vest.
Key Figures
Common stock acquired via derivative exercise: 3,021 shares
Shares delivered or withheld for exercise price or tax liability: 1,296 shares
Conversion or exercise price: $80.2600 per share
+4 more
7 metrics
Common stock acquired via derivative exercise
3,021 shares
Total common shares from code M non-derivative transactions on August 15, 2026
Shares delivered or withheld for exercise price or tax liability
1,296 shares
Total from four code F common stock transactions on August 15, 2026
Conversion or exercise price
$80.2600 per share
Conversion or exercise price for RSUs and PSUs exercised or converted into common stock
RSUs converted
1,666 shares
776 + 252 + 638 restricted stock units converted into common stock on August 15, 2026
PSUs converted
1,355 shares
Performance Stock Units converted into common stock on August 15, 2026
PSU target non-GAAP operating margin
40.0%
Target cumulative non-GAAP operating margin over 12 quarters ending September 30, 2024
PSU measurement period length
12 quarters
Period over which cumulative non-GAAP operating margin is measured for PSU grant
Key Terms
Restricted Stock Units, Performance Stock Unit, non-GAAP operating margin, exercise price or tax liability
4 terms
Restricted Stock Units financial
"The restricted stock units vested in three quarterly installments of 1,556 shares"
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.
non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period"
Non-GAAP operating margin is a way companies show how much profit they make from their main business activities, excluding certain expenses or income they consider unusual or non-recurring. It helps investors see how well the company is performing in its normal operations, without the effects of one-time costs or gains that might distort the picture.
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
FAQ
What insider transactions did MCHP CFO James Eric Bjornholt report on August 15, 2026?
He exercised or converted RSUs and PSUs into 3,021 shares of Microchip common stock at a conversion price of $80.26 per share, with the resulting shares held indirectly through a trust.
What performance metric governs the reported PSUs for MCHP in this filing?
Each Performance Stock Unit is tied to Microchip’s cumulative non-GAAP operating margin over a 12-quarter period ending September 30, 2024, with a target margin of 40.0% determining the target number of shares earned.
What does this amended Form 4/A for MCHP change compared to the prior report?
The amended Form 4 is filed to accurately report the performance measure date on the PSU grant. The filing states that all subsequent reports after this date are deemed to include this modification.
Were the MCHP insider transactions reported under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not marked as affirmative (aff_10b5_one is false), so these transactions are not reported as being made pursuant to a Rule 10b5-1 trading plan in this filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
