MCHP Form 4: COO RSUs and PSUs Vest, Shares Delivered at $65.71

Rhea-AI Filing Summary

Microchip Technology (MCHP) Director and Chief Operating Officer Richard J. Simoncic reported multiple equity award vesting and share deliveries on August 15, 2025. The Form 4 shows vested restricted stock units (RSUs) and earned performance stock units (PSUs) converted into common shares and delivered to the reporting person. Transactions include acquisitions (codes M) totaling several thousand RSUs/PSUs and small dispositions (code F) that net modest changes in holdings. After the reported transactions, indirect beneficial ownership via a trust ranged around ~153,001 shares at the highest reported balance. The filing reflects routine equity compensation vesting and delivery under the company’s 2004 Equity Incentive Plan.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and deliveries signal standard compensation realization, not a governance red flag.

The Form 4 documents scheduled vesting of restricted stock units and performance stock units for the COO, with shares delivered upon vest on August 15, 2025. The PSUs are tied to relative TSR and cumulative non-GAAP operating margin metrics, indicating alignment of pay with long-term performance goals. Holdings are held indirectly via a trust, which is common for senior executives. No insider sales beyond routine small dispositions accompanying vest deliveries are evident to suggest change in insider conviction.

Securities Analyst

TL;DR: Multiple award vestings increased reported share count modestly; transactions appear compensation-driven, not liquidity-driven.

The report lists multiple transactions on 08/15/2025: several grants vested (codes M) and modest dispositions (codes F) at a reported price of $65.71 per share, with vested shares delivered to the reporting person. The PSUs are performance-contingent with measurement periods ending June 30, 2024 and September 30, 2024, and some PSUs vest ratably. The net effect is a modest rise in indirect holdings to approximately 153,336 shares at one point, consistent with scheduled compensation vesting rather than opportunistic trading.

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

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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^*

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)
08/15/2025

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

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	08/15/2025		M		1,452	A	$65.71	150,945	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		398	D	$65.71	150,547	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		1,456	A	$65.71	152,003	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		399	D	$65.71	151,604	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		702	A	$65.71	152,306	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		192	D	$65.71	152,114	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		1,222	A	$65.71	153,336	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		335	D	$65.71	153,001	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
Restricted Stock Units	$65.71	08/15/2025		M			1,452	(1)	(1)	Common Stock	1,452	$0	0	D
Performance Stock Units	$65.71	08/15/2025		M			1,456	(2)	(2)	Common Stock	1,456	$0	0	D
Restricted Stock Units	$65.71	08/15/2025		M			702	(3)	(3)	Common Stock	702	$0	2,808	D
Performance Stock Units	$65.71	08/15/2025		M			1,222	(4)	(4)	Common Stock	1,222	$0	2,808	D

Explanation of Responses:

1. The restricted stock units vested in full on August 15, 2025. Vested shares were delivered to the reporting person upon vest.

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 the relative total shareholder return (TSR) of Microchip common stock compared to a peer group of twenty companies over a three-year period ending on June 30, 2024. The target number of PSU shares that may be earned is reported in the table above, the minimum number of shares that may be earned is zero if Microchip's TSR is at or lower than the 25th percentile of the peer group and the maximum number of shares that may be earned is 200% of the target if Microchip's TSR is at or higher than the 75th percentile of the peer group. Earned PSUs will vest on August 15, 2025 as long as the reporting person remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.

3. The restricted stock units vest in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025. Vested shares were delivered to the reporting person upon vest.

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, 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.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	08/19/2025
	** 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).
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FAQ

What transactions did Richard J. Simoncic report on Form 4 for MCHP?

He reported vesting and delivery of restricted stock units and performance stock units on 08/15/2025, with multiple acquisitions (code M) and small dispositions (code F) at a reported price of $65.71.

How many Microchip shares did the reporting person beneficially own after the transactions?

Reported indirect beneficial ownership balances ranged up to 153,336 shares following the reported transactions.

What performance metrics determined the PSUs that vested for MCHP?

One PSU tranche was based on relative total shareholder return (TSR) versus a 20-company peer group over three years ending June 30, 2024; another tranche was tied to cumulative non-GAAP operating margin over 12 quarters ending September 30, 2024.

Did the Form 4 indicate insider sales unrelated to vesting?

No. The dispositions reported (code F) appear to accompany vesting events and the filing states vested shares were delivered to the reporting person.

When did the reported vesting and deliveries occur?

The transactions occurred on 08/15/2025, and the form was signed by an attorney-in-fact on 08/19/2025.