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Microchip officer granted 1,755 PSUs tied to 29.0% margin target

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Joseph R. Krawczyk II, Senior Vice President, Worldwide Client Engagement at Microchip Technology Incorporated (MCHP), reported changes in his beneficial ownership on 10/01/2025. The filing shows a disposition of 16,315 shares of common stock (reported as Code V). On the same date he was credited with multiple equity awards: 1,755 restricted stock units (RSUs), 1,755 performance stock units (PSUs), and several additional RSU/PSU tranches of 75, 124, and 125 units. The RSUs vest on specified dates in 2027, 2028, and 11/15/2029 provided continued service; vested RSUs will be delivered as common stock. The PSUs vest on 11/15/2028 and 11/15/2029 subject to service and achievement of a cumulative 29.0% non-GAAP operating margin over 12 quarters ending 9/30/2028

Positive

  • Grant of 1,755 RSUs with vesting through 11/15/2029 to retain executive talent
  • Grant of 1,755 PSUs tied to a clear performance target of 29.0% cumulative non-GAAP operating margin through 9/30/2028

Negative

  • Reported disposition of 16,315 common shares on 10/01/2025

Insights

Insider received long-term equity awards while also reporting a sizeable share disposition

The filing records new grants totaling 3,834 target equity units across RSUs and PSUs plus additional smaller tranches, and a reported disposition of 16,315 common shares on 10/01/2025. The RSUs have multi-year vesting dates in 2027, 2028, and 2029, indicating retention-focused compensation. The PSUs depend on achieving a cumulative 29.0% non-GAAP operating margin through 9/30/2028, linking pay to multi-quarter operating performance.

This matters because the awards are structured to align executive incentives with multi-quarter profitability metrics and long-term service; the reported disposition quantifies near-term share movement by the officer.

Transaction mix shows routine grant-and-vesting activity under company equity plan

The Form 4 lists awards granted under the Microchip 2004 Equity Incentive Plan and clarifies vesting conditions and delivery of shares upon vesting. The PSUs are performance-contingent and tied to an explicit cumulative margin target, while RSUs are time-based with specific vest dates. The filing is signed by an attorney-in-fact on 10/03/2025.

This is material to governance because it discloses how executive pay is conditioned on both continued service and a defined profitability metric, and it records the officer's reported change in direct share holdings.

Insider Krawczyk Joseph R II
Role SR. VP, WW CLIENT ENGAGEMENT
Type Security Shares Price Value
Grant/Award Restricted Stock Units 1,755 $0.00 $0.00
Grant/Award Performance Stock Units 1,755 $0.00 $0.00
Grant/Award Restricted Stock Units 75 $0.00 $0.00
Grant/Award Restricted Stock Units 124 $0.00 $0.00
Grant/Award Performance Stock Units 125 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,954 shares (Direct); Performance Stock Units — 1,880 shares (Direct); Common Stock — 16,315 shares (Direct)
Footnotes (7)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
  2. F2. 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. F3. Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
  4. F4. 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 29.0% 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. F5. 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.
  6. F6. 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.
  7. F7. 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 29.0% 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did MCHP insider Joseph R. Krawczyk II report on Form 4?
The Form 4 reports a disposition of 16,315 common shares and acquisitions of equity awards including 1,755 RSUs, 1,755 PSUs, and smaller tranches of 75, 124, and 125 units, all dated 10/01/2025.

How do the PSUs awarded to the MCHP officer vest?
PSUs vest based on achieving a 29.0% cumulative non-GAAP operating margin over 12 quarters ending 9/30/2028; earned PSUs vest on the stated November vesting date if the holder remains a service provider.

When will the RSUs listed in the filing vest and convert to shares?
Listed RSU tranches vest in full on 11/15/2027, 11/15/2028, and 11/15/2029 (depending on the tranche) and vested RSUs will be delivered as common stock.

Under which plan were the PSUs granted?
The PSUs were granted under the Microchip 2004 Equity Incentive Plan as stated in the filing.

Who signed the Form 4 and when?
The Form 4 was signed by Deborah L. Wussler, as Attorney-in-Fact on 10/03/2025.
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).
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*
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)
 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) (4) Common Stock 1,755 $0 1,755 D
Restricted Stock Units (1) 10/01/2025 A 75 (5) (5) Common Stock 75 $0 75 D
Restricted Stock Units (1) 10/01/2025 A 124 (6) (6) Common Stock 124 $0 124 D
Performance Stock Units (3) 10/01/2025 A 125 (7) (7) 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 29.0% 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. 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.
6. 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.
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 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 29.0% 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 10/03/2025
** 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.

Source: View Original Filing on SEC EDGAR