MCHP insider sale of 16,315 shares and multi‑year RSU/PSU grants

Rhea-AI Filing Summary

Amended Form 4 shows that Joseph R. Krawczyk II, Sr. VP, WW Client Engagement at Microchip Technology Incorporated (MCHP), reported transactions with an earliest transaction date of 10/01/2025 and an amendment dated 10/03/2025. The filing reports a disposition of 16,315 shares of common stock and the grant/acquisition of several equity awards: 1,755 Restricted Stock Units and 1,755 Performance Stock Units (PSUs) tied to a cumulative non-GAAP operating margin goal of 30.0% over 12 quarters ending 9/30/2028. Additional RSUs (75 and 124) and PSUs (125) were granted with vesting dates on 11/15/2027, 11/15/2028, 11/15/2028, and 11/15/2029 depending on the award. The amended filing clarifies the 30.0% non-GAAP operating margin metric and states earned awards vest if service continues through each vest date.

Positive

• Clear performance metric: PSUs tied to a specific 30.0% cumulative non‑GAAP operating margin, giving transparent payout conditions
• Long vesting horizon: RSUs and PSUs vest between 11/15/2027 and 11/15/2029, supporting executive retention

Negative

• Share disposition: Reporting person disposed of 16,315 shares, which is a material insider sale reported on 10/01/2025
• Potential dilution: Combined grants (RSUs and PSUs totaling several thousand shares) could increase share count if performance targets are met and awards vest

Insights

Corporate Governance Analyst

Insider sale plus long‑dated performance awards signal routine compensation actions.

The reporting officer disposed of 16,315 shares and concurrently received time‑ and performance‑based equity awards that vest in 2027–2029. The structure mixes immediate liquidity with long‑term retention through RSUs and PSUs tied to a specific operating‑margin target (30.0%).

The PSU metric is explicit and measurable, reducing ambiguity about payout conditions, but the awards require continued service through vesting dates, which preserves alignment with shareholders. Watch the company’s cumulative non‑GAAP operating margin through the 12‑quarter measurement period ending 9/30/2028 as the determinative performance trigger.

Compensation & Equity Analyst

Award mix balances retention (RSUs) and performance incentives (PSUs) with multi‑year horizons.

The filing discloses target PSU counts (totaling 1,880 PSUs reported across grants) and RSUs (totaling 1,954 RSUs reported), each converting one‑for‑one to common shares if earned. PSUs reference cumulative non‑GAAP operating margin at a 30.0% threshold over 12 quarters ending 9/30/2028, which creates a clear but multi‑quarter attainment requirement.

This design reduces near‑term dilution risk from RSU vesting but makes payout meaningful only if operating margins meet the stated cumulative target. Monitor quarterly non‑GAAP operating margin disclosures through 9/30/2028 to assess potential share issuance timing.

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^*

Krawczyk Joseph R II

(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)
	SR. VP, WW CLIENT ENGAGEMENT

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								16,315	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		1,755		(2)	(2)	Common Stock	1,755	$0	1,755	D
Performance Stock Units	(3)	10/01/2025		A		1,755		(4)(5)	(4)(5)	Common Stock	1,755	$0	1,755	D
Restricted Stock Units	(1)	10/01/2025		A		75		(6)	(6)	Common Stock	75	$0	75	D
Restricted Stock Units	(1)	10/01/2025		A		124		(7)	(7)	Common Stock	124	$0	124	D
Performance Stock Units	(3)	10/01/2025		A		125		(5)(8)	(5)(8)	Common Stock	125	$0	125	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, 2027 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. 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.

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 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 Joseph R. Krawczyk II report on the MCHP Form 4/A?

He reported a disposition of 16,315 shares and grants of RSUs and PSUs totaling multiple awards, with transactions dated 10/01/2025 and the amendment on 10/03/2025.

What performance target governs the PSUs in the filing?

PSU payouts are tied to Microchip's cumulative non‑GAAP operating margin of 30.0% over 12 quarters ending 9/30/2028.

When do the restricted and performance awards vest?

Vesting dates stated are 11/15/2027, 11/15/2028, and 11/15/2029, with delivery of shares upon vesting if the reporting person remains a service provider.

How many shares will each unit convert into?

Each Restricted Stock Unit and Performance Stock Unit represents a contingent right to receive one share of Microchip common stock if vested and/or earned.

Did the amendment change any performance metrics?

Yes, the amended Form 4 clarifies the PSU performance metric as a 30.0% cumulative non‑GAAP operating margin; subsequent reports are deemed to include this modification.