[Form 4/A] Microchip Technology Inc Amended Insider Trading Activity

Rhea-AI Filing Summary

On 21 Jul 2025 Microchip Technology (MCHP) submitted an amended Form 4 for COO Richard J. Simoncic covering equity grants dated 03 Apr 2024.

The filing shows no open-market buying or selling; instead Simoncic received 8,931 derivative units:

• 3,483 PSUs tied to 12-quarter cumulative non-GAAP operating margin; vest 15 May 2028.
• 3,482 RSUs vest 15 May 2028.
• 99 RSUs vest 16 Feb 2026.
• 934 PSUs with corrected 8-quarter performance period; vest 17 May 2027.
• 933 RSUs vest 17 May 2027.

Following the grants, Simoncic indirectly holds 131,735 common shares via trust, in addition to the newly granted units. The amendment solely clarifies the performance window for the 934-unit PSU block; award quantities and pricing remain unchanged. No cash changed hands, so the disclosure is informational and carries minimal immediate market impact.

Insights

Securities Analyst

TL;DR: Equity compensation grant; no insider buying or selling; neutral for share-price outlook.

The amended Form 4 indicates that the COO was awarded 8,931 performance-linked or time-based units on 3 Apr 2024. All awards vest between 2026-2028 and were issued at zero cost under the company’s 2004 Equity Incentive Plan, leaving the executive with 131,735 shares indirectly plus the new units. Because the transaction does not involve open-market purchases or disposals, it provides no directional trading signal and has negligible dilution (<0.02 % of basic shares). The correction to an 8-quarter PSU performance period is administrative. Overall impact: neutral.

Corporate Governance Analyst

TL;DR: Routine compensation disclosure; aligns incentives, but not materially impactful.

The grant blends long-term PSUs tied to cumulative non-GAAP operating margin with time-based RSUs, supporting pay-for-performance principles and executive retention through 2028. The amendment merely restates the measurement window of one PSU tranche, demonstrating procedural accuracy rather than substantive change. No indication of governance concerns, related-party issues, or accelerated vesting. From a governance standpoint, the filing is standard and low-risk.

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^*

SIMONCIC RICHARD J

(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)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/05/2024

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								131,735	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
Performance Stock Units	(1)	04/03/2024		A		3,483		(2)	(2)	Common Stock	3,483	$0	3,483	D
Restricted Stock Units	(3)	04/03/2024		A		3,482		(4)	(4)	Common Stock	3,482	$0	3,482	D
Restricted Stock Units	(3)	04/03/2024		A		99		(5)	(5)	Common Stock	99	$0	99	D
Performance Stock Units(6)	(1)	04/03/2024		A		934		(7)	(7)	Common Stock	934	$0	934	D
Restricted Stock Units	(3)	04/03/2024		A		933		(8)	(8)	Common Stock	933	$0	933	D

Explanation of Responses:

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

2. 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 March 31, 2027. 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 42.0% 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 May 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.

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

4. The restricted stock units will vest in full on May 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.

5. The restricted stock units will vest in full on February 16, 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.

6. This Form 4 is being amended to correctly reflect the performance period for this PSU grant as 8 quarters. All subsequent Reports filed after this date are deemed to include the modification herein.

7. 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 8 quarters ending March 31, 2026. 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 42.0% over the 8 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 May 17, 2027 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.

8. The restricted stock units will vest in full on May 17, 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.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	07/21/2025
	** 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 equity units did MCHP COO Richard J. Simoncic receive on 4/3/2024?

He was granted 8,931 units: 4,417 performance stock units and 4,514 restricted stock units.

What is the vesting schedule for the newly granted PSUs and RSUs?

PSUs: May 15 2028 (3,483 units) and May 17 2027 (934 units). RSUs: Feb 16 2026 (99), May 17 2027 (933), May 15 2028 (3,482).

Why was the Microchip Technology Form 4 amended?

The amendment corrects the performance period of the 934-unit PSU grant to an 8-quarter window ending 3/31/2026.

Did the filing report any insider buying or selling of MCHP common shares?

No. All transactions were zero-priced grants; no shares were bought or sold on the open market.

What is Richard J. Simoncic’s current beneficial ownership in MCHP common stock?

Post-grant, he indirectly holds 131,735 shares via a trust, plus the newly awarded derivative units.