[Form 4/A] MICROCHIP TECHNOLOGY INC Amended Insider Trading Activity

Rhea-AI Filing Summary

Microchip Technology (MCHP) reporting person Steve Sanghi, who serves as President, CEO and Chair, amended a Form 4 to disclose his beneficial ownership and recent equity awards. He holds 10,167,682 shares indirectly through The Sanghi Trust (4,261,810) and The Sanghi Family Limited Partnership (5,905,872).

The amendment records two grants dated 10/01/2025: 19,498 restricted stock units that vest in full on 11/15/2029 if he remains a service provider, and 29,246 performance stock units tied to achieving a cumulative 30.0% non-GAAP operating margin over the 12-quarter measurement period ending 9/30/2028. Earned PSUs also vest on 11/15/2029 if service conditions are met.

Positive

• High insider ownership: CEO beneficially owns 10,167,682 shares indirectly, aligning his interests with shareholders
• Long-term retention incentive: 19,498 restricted stock units vesting on 11/15/2029
• Performance alignment: 29,246 PSUs tied to a cumulative 30.0% non-GAAP operating margin through 9/30/2028

Negative

• None.

Insights

Corporate Governance Expert

Insider ownership and multi-year vesting align CEO interests with long-term performance.

Holding 10,167,682 shares indirectly gives the CEO a sizeable economic stake, which typically supports alignment between management decisions and shareholder value. The combination of long-dated vesting (11/15/2029) and performance-based PSUs ties realized compensation to sustained results.

Risks include retention dependence on continued service through 11/15/2029 and the tying of PSUs to a specified cumulative non-GAAP margin (30.0%) over a multi-quarter window ending 9/30/2028, which concentrates the performance condition into a firm-level profitability metric.

Executive Compensation Analyst

Grants combine time-based and performance-based equity to incentivize both retention and margin improvement.

The 19,498 restricted stock units are pure retention incentives, while the 29,246 PSUs reward meeting a cumulative non-GAAP operating margin target (30.0%) measured over 12 quarters to 9/30/2028. Both classes convert to common stock on vesting at a $0 grant price, representing delivery of shares rather than cash.

Monitor the company’s reported non-GAAP operating margin each quarter through the measurement window to assess PSU payout potential and the likelihood of grant vesting by 11/15/2029.

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^*

Sanghi Steve

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Chair of Bd

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								10,167,682(1)	I	Shares held Indirectly, by Trust and by Family Limited Partnership.(1)

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	(2)	10/01/2025		A		19,498		(3)	(3)	Common Stock	19,498	$0	19,498	D
Performance Stock Units	(4)	10/01/2025		A		29,246		(5)(6)	(5)(6)	Common Stock	29,246	$0	29,246	D

Explanation of Responses:

1. Of the 10,167,682 shares held, 4,261,810 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership

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

3. 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.

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

5. 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.

6. 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Microchip (MCHP) shares does CEO Steve Sanghi beneficially own?

The CEO beneficially owns 10,167,682 shares held indirectly: 4,261,810 in The Sanghi Trust and 5,905,872 in The Sanghi Family Limited Partnership.

What equity awards were reported on the amended Form 4 for MCHP?

Grants dated 10/01/2025 include 19,498 restricted stock units and 29,246 performance stock units (PSUs).

What are the vesting conditions for the restricted stock units?

The 19,498 restricted stock units vest in full on 11/15/2029 if the reporting person remains a service provider through the vesting date.

How is PSU payout determined for the reported MCHP grant?

Each PSU vests into one share based on achieving a cumulative non-GAAP operating margin of 30.0% over the 12-quarter measurement period ending 9/30/2028; actual payout may be higher or lower than the target.

When will earned PSUs and RSUs be delivered if vested?

Vested PSUs and RSUs will be delivered to the reporting person on vesting, scheduled for 11/15/2029, subject to the service requirement.