Microchip (MCHP) SVP gains shares from RSU and PSU vesting, tax offsets

Rhea-AI Filing Summary

Microchip Technology senior vice president of operations Mathew B. Bunker reported equity award activity tied to vesting restricted stock units (RSUs) and performance stock units (PSUs) on February 15–16, 2026. RSUs and PSUs converted into shares of common stock as they vested under the company’s 2004 Equity Incentive Plan.

Some of the newly delivered shares were automatically withheld at a price of $78.94 per share to cover tax obligations, recorded as disposition transactions, while the remainder increased his directly held common stock to 24,795 shares.

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^*

Bunker Mathew B

(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)
	SENIOR VP, OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		870	A	$78.94	23,392	D
Common Stock	02/15/2026		F		243	D	$78.94	23,149	D
Common Stock	02/15/2026		M		1,096	A	$78.94	24,245	D
Common Stock	02/15/2026		F		364	D	$78.94	23,881	D
Common Stock	02/15/2026		M		729	A	$78.94	24,610	D
Common Stock	02/15/2026		F		217	D	$78.94	24,393	D
Common Stock	02/16/2026		M		416	A	$78.94	24,809	D
Common Stock	02/16/2026		F		116	D	$78.94	24,693	D
Common Stock	02/16/2026		M		67	A	$78.94	24,760	D
Common Stock	02/16/2026		F		23	D	$78.94	24,737	D
Common Stock	02/16/2026		M		81	A	$78.94	24,818	D
Common Stock	02/16/2026		F		23	D	$78.94	24,795	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	$78.94	02/15/2026		M			870	(1)	(1)	Common Stock	870	$0	1,740	D
Performance Stock Units	$78.94	02/15/2026		M			1,096	(2)	(2)	Common Stock	1,096	$0	0	D
Restricted Stock Units	$78.94	02/15/2026		M			729	(3)	(3)	Common Stock	729	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			416	(4)	(4)	Common Stock	416	$0	0	D
Performance Stock Units	$78.94	02/16/2026		M			67	(5)	(5)	Common Stock	67	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			81	(4)	(4)	Common Stock	81	$0	0	D

Explanation of Responses:

1. The restricted stock units vest in four quarterly installments of 868 shares beginning November 15, 2023, and eight quarterly installments of 870 shares beginning on November 15, 2024. 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 Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending December 31, 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 on February 15, 2026. Vested shares were delivered to the reporting person upon vest.

3. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.

4. The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest.

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 December 31, 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 February 16, 2026. Vested shares were delivered to the reporting person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What did Microchip Technology (MCHP) executive Mathew B. Bunker report on this Form 4?

Mathew B. Bunker reported RSU and PSU awards that vested and converted into Microchip common stock. The filing also shows automatic share withholdings to cover taxes, leaving him with 24,795 directly owned common shares after these transactions.

Were the Microchip (MCHP) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect exercises and conversions of RSUs and PSUs into common stock, plus tax-withholding dispositions, where shares were withheld at $78.94 per share to satisfy related tax obligations.

How do the performance stock units in this Microchip (MCHP) Form 4 vest?

Each PSU represents a contingent right to shares based on cumulative non-GAAP operating margin over 12 quarters. The number of shares earned depends on achieving a 40.0% margin target, with earned PSUs vesting on February 15, 2026 and February 16, 2026 and delivered upon vesting.

What role does Microchip’s 2004 Equity Incentive Plan play in this Form 4?

The 2004 Equity Incentive Plan is the framework under which RSUs and PSUs were granted. It governs how many shares executives can earn and how vesting works, including performance conditions tied to cumulative non-GAAP operating margin over specified 12-quarter periods.

How many Microchip (MCHP) shares does Mathew B. Bunker own after these transactions?

After the reported RSU and PSU vesting, and related tax-withholding share dispositions, Mathew B. Bunker directly holds 24,795 shares of Microchip common stock, according to the ownership balances disclosed in the non-derivative transaction rows.

Why are some Microchip (MCHP) Form 4 transactions coded as “F”?

Transactions coded “F” indicate shares withheld to pay taxes or exercise costs. In this filing, shares of Microchip common stock were withheld at $78.94 per share to satisfy tax liabilities when RSUs and PSUs vested and converted into common stock.