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Microchip (NASDAQ: MCHP) CEO uses shares for taxes, holds 9.4M indirectly

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MICROCHIP TECHNOLOGY INC (MCHP) reported that President and CEO Steve Sanghi exercised and vested equity awards tied to company performance. On August 17, 2026, restricted stock units for 7,020 shares and performance stock units for 6,157 shares converted into common stock at an exercise price of $80.26 per share. A total of 2,903 and 2,546 common shares were delivered or withheld to cover the exercise price or tax liabilities. Footnotes state that roughly 9.4 million shares are held indirectly through The Sanghi Trust and The Sanghi Family Limited Partnership.

Positive

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Negative

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Insider Sanghi Steve
Role President, CEO and Chair of Bd
Type Security Shares Price Value
Exercise Restricted Stock Units F5 7,020 $0.00 $0.00
Exercise Performance Stock Units F6 6,157 $0.00 $0.00
Exercise Common Stock F1 7,020 $80.26 $563K
Exercise Price or Tax Liability Common Stock F2 2,903 $80.26 $233K
Exercise Common Stock F3 6,157 $80.26 $494K
Exercise Price or Tax Liability Common Stock F4 2,546 $80.26 $204K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 9,418,135 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)
Footnotes (6)
  1. F1. Of the 9,417,427 shares held, 3,511,555 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  2. F2. Of the 9,414,524 shares held, 3,508,652 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  3. F3. Of the 9,420,681 shares held, 3,514,809 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  4. F4. Of the 9,418,135 shares held, 3,512,263 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  5. F5. The restricted stock units vested in full on August 17, 2026. Vested shares were delivered to the reporting person upon vest.
  6. F6. 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 June 30, 2025. 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 on August 17, 2026. Vested shares were delivered to the reporting person upon vest.
RSUs converted 7,020 shares Restricted Stock Units converting into common stock on August 17, 2026
PSUs converted 6,157 shares Performance Stock Units converting into common stock on August 17, 2026
Exercise price / share $80.26 per share Price for common stock received upon derivative exercises on August 17, 2026
Code F shares (first leg) 2,903 shares Common shares delivered or withheld for exercise price or tax liability
Code F shares (second leg) 2,546 shares Additional common shares delivered or withheld for exercise price or tax liability
Indirect holdings example total 9,417,427 shares Held indirectly: 3,511,555 by The Sanghi Trust and 5,905,872 by The Sanghi Family Limited Partnership
Target cumulative non-GAAP operating margin 40.0% Target over 12 quarters ending June 30, 2025 used to determine PSU shares earned
Restricted Stock Units financial
"The restricted stock units vested in full on August 17, 2026."
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 Units financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated 2004 Equity Incentive Plan"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters"
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.
Family Limited Partnership financial
"shares were held by The Sanghi Family Limited Partnership."

FAQ

What did MCHP CEO Steve Sanghi report in this Form 4 filing?

Steve Sanghi reported exercising and vesting equity awards in MICROCHIP TECHNOLOGY INC. Restricted stock units and performance stock units converted into common stock, with some shares delivered or withheld to cover the exercise price or tax liabilities associated with these awards.

How many restricted and performance stock units did Sanghi convert at MCHP?

Sanghi converted 7,020 restricted stock units and 6,157 performance stock units into MICROCHIP TECHNOLOGY INC common stock. Both sets of awards converted at an exercise price of $80.26 per share, according to the reported derivative and non-derivative transactions.

How many MCHP shares were used to pay exercise price or taxes in this filing?

A total of 2,903 and 2,546 MICROCHIP TECHNOLOGY INC common shares were delivered or withheld. These code F transactions are described as payment of the exercise price or tax liability by delivering or withholding securities, rather than open-market sales.

How many MCHP shares are held indirectly by entities associated with Sanghi?

Footnotes describe approximately 9.4 million MICROCHIP TECHNOLOGY INC shares held indirectly. One example lists 9,417,427 shares, with 3,511,555 held by The Sanghi Trust and 5,905,872 held by The Sanghi Family Limited Partnership.

What performance metric governs Sanghi’s performance stock units at MCHP?

Each performance stock unit is tied to Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2025. The target PSU share number assumes a 40.0% cumulative non-GAAP operating margin, with actual shares earned higher or lower based on performance.

When did Sanghi’s restricted and performance stock units vest at MCHP?

The restricted stock units vested in full on August 17, 2026. The earned performance stock units also vested on August 17, 2026, and in both cases the vested shares were delivered to the reporting person upon vesting, according to the footnotes.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sanghi Steve

(Last)(First)(Middle)
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD

(Street)
CHANDLER ARIZONA 85224-6199

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [ MCHP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO and Chair of Bd
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026M7,020A$80.269,417,427(1)IShares held Indirectly, by Trust and by Family Limited Partnership.(1)
Common Stock08/17/2026F2,903D$80.269,414,524(2)IShares held Indirectly, by Trust and by Family Limited Partnership.(2)
Common Stock08/17/2026M6,157A$80.269,420,681(3)IShares held Indirectly, by Trust and by Family Limited Partnership.(3)
Common Stock08/17/2026F2,546D$80.269,418,135(4)IShares held Indirectly, by Trust and by Family Limited Partnership.(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$80.2608/17/2026M7,020 (5) (5)Common Stock7,020$00D
Performance Stock Units$80.2608/17/2026M6,157 (6) (6)Common Stock6,157$00D
Explanation of Responses:
1. Of the 9,417,427 shares held, 3,511,555 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
2. Of the 9,414,524 shares held, 3,508,652 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
3. Of the 9,420,681 shares held, 3,514,809 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
4. Of the 9,418,135 shares held, 3,512,263 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
5. The restricted stock units vested in full on August 17, 2026. Vested shares were delivered to the reporting person upon vest.
6. 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 June 30, 2025. 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 on August 17, 2026. Vested shares were delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)