MCHP insider Form 4 shows equity award vesting, 10.18M held

Q: What did the Microchip Technology (MCHP) Form 4 report?

The Form 4 reported the vesting and settlement of restricted stock units (RSUs) and performance stock units (PSUs) into Microchip common stock for the company’s President, CEO and Chair on November 15 and 17, 2025 .

Q: How are the Microchip (MCHP) performance stock units (PSUs) structured?

Each PSU granted under the Microchip 2004 Equity Incentive Plan represents a contingent right to receive Microchip common stock based on cumulative non-GAAP operating margin over a 12-quarter period, with a target tied to achieving a 40.0% cumulative non-GAAP operating margin .

Q: When did the reported Microchip (MCHP) RSUs and PSUs vest?

The RSUs and earned PSUs reported in the filing vested on November 15, 2025 and November 17, 2025 , with vested shares delivered to the reporting person upon vesting.

Q: Through which entities are the Microchip (MCHP) shares held indirectly?

The indirectly held Microchip shares are owned through The Sanghi Trust and The Sanghi Family Limited Partnership , as detailed in the explanation of responses in the filing.

Filing Impact

(Very High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Microchip Technology (MCHP) reported insider equity activity for its President, CEO and Chair following the vesting of restricted stock units (RSUs) and performance stock units (PSUs). On November 15 and 17, 2025, RSUs and PSUs converted into common stock at an exercise price of $51.7, with some shares withheld to cover obligations. After these transactions, the reporting person indirectly held around 10.18 million shares of Microchip common stock through The Sanghi Trust and The Sanghi Family Limited Partnership. The PSUs were tied to Microchip’s cumulative non-GAAP operating margin over 12-quarter periods ending September 30, 2024 and September 30, 2025, with earned units vesting on the same November 2025 dates.

Insider Trade Summary

16,986 shares exercised/converted

Mixed 12 txns

Insider Sanghi Steve

Role President, CEO and Chair of Bd

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,858	$0.00	--
Exercise	Performance Stock Units	978	$0.00	--
Exercise	Common Stock	1,858	$51.70	$96K
Tax Withholding	Common Stock	769	$51.70	$40K
Exercise	Common Stock	978	$51.70	$51K
Tax Withholding	Common Stock	405	$51.70	$21K
Exercise	Restricted Stock Units	5,162	$0.00	--
Exercise	Performance Stock Units	8,988	$0.00	--
Exercise	Common Stock	5,162	$51.70	$267K
Tax Withholding	Common Stock	2,135	$51.70	$110K
Exercise	Common Stock	8,988	$51.70	$465K
Tax Withholding	Common Stock	3,717	$51.70	$192K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 10,177,838 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)

Footnotes (1)

Of the 10,172,844 shares held, 4,266,972 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,170,709 shares held, 4,264,837 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,179,697 shares held, 4,273,825 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,175,980 shares held, 4,270,108 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,177,838 shares held, 4,271,966 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,177,069 shares held, 4,271,197 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,178,047 shares held, 4,272,175 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 10,177,642 shares held, 4,271,770 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. The restricted stock units vested in full on November 15, 2025. Vested shares were delivered to the reporting person upon vest. 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 on November 15, 2025. Vested shares were delivered to the reporting person upon vest. The restricted stock units vested in full on November 17, 2025. Vested shares were delivered to the reporting person upon vest. 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, 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 November 17, 2025. Vested shares were delivered to the reporting person upon vest.

Form 4 Insider Transactions: What Each Field Means →

11/19/2025 - 06:28 PM

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^*

Sanghi Steve

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 WEST CHANDLER BOULEVARD

(Street)

CHANDLER

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Chair of Bd

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2025		M		5,162	A	$51.7	10,172,844⁽¹⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽¹⁾
Common Stock	11/15/2025		F		2,135	D	$51.7	10,170,709⁽²⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽²⁾
Common Stock	11/15/2025		M		8,988	A	$51.7	10,179,697⁽³⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽³⁾
Common Stock	11/15/2025		F		3,717	D	$51.7	10,175,980⁽⁴⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁴⁾
Common Stock	11/17/2025		M		1,858	A	$51.7	10,177,838⁽⁵⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁵⁾
Common Stock	11/17/2025		F		769	D	$51.7	10,177,069⁽⁶⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁶⁾
Common Stock	11/17/2025		M		978	A	$51.7	10,178,047⁽⁷⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁷⁾
Common Stock	11/17/2025		F		405	D	$51.7	10,177,642⁽⁸⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$51.7	11/15/2025		M			5,162	⁽⁹⁾	⁽⁹⁾	Common Stock	5,162	$0	0	D
Performance Stock Units	$51.7	11/15/2025		M			8,988	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,988	$0	0	D
Restricted Stock Units	$51.7	11/17/2025		M			1,858	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,858	$0	0	D
Performance Stock Units	$51.7	11/17/2025		M			978	⁽¹²⁾	⁽¹²⁾	Common Stock	978	$0	0	D

Explanation of Responses:

1. Of the 10,172,844 shares held, 4,266,972 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

2. Of the 10,170,709 shares held, 4,264,837 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

3. Of the 10,179,697 shares held, 4,273,825 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

4. Of the 10,175,980 shares held, 4,270,108 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

5. Of the 10,177,838 shares held, 4,271,966 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

6. Of the 10,177,069 shares held, 4,271,197 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

7. Of the 10,178,047 shares held, 4,272,175 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

8. Of the 10,177,642 shares held, 4,271,770 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

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

10. 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 on November 15, 2025. Vested shares were delivered to the reporting person upon vest.

11. The restricted stock units vested in full on November 17, 2025. Vested shares were delivered to the reporting person upon vest.

12. 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, 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 November 17, 2025. Vested shares were delivered to the reporting person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	11/19/2025
	** 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).
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

FAQ

What did the Microchip Technology (MCHP) Form 4 report?

The Form 4 reported the vesting and settlement of restricted stock units (RSUs) and performance stock units (PSUs) into Microchip common stock for the company’s President, CEO and Chair on November 15 and 17, 2025.

How many Microchip (MCHP) shares does the reporting person beneficially own after these transactions?

After the reported transactions, the filings show indirect ownership levels around 10.18 million shares of Microchip common stock, held through The Sanghi Trust and The Sanghi Family Limited Partnership based on post-transaction amounts such as 10,177,642 shares on November 17, 2025.

What was the transaction price for the Microchip (MCHP) equity awards in this Form 4?

The equity award transactions in the Form 4, including RSU and PSU settlements and related share withholdings, were reported at a price of $51.7 per share of Microchip common stock.

How are the Microchip (MCHP) performance stock units (PSUs) structured?

Each PSU granted under the Microchip 2004 Equity Incentive Plan represents a contingent right to receive Microchip common stock based on cumulative non-GAAP operating margin over a 12-quarter period, with a target tied to achieving a 40.0% cumulative non-GAAP operating margin.

When did the reported Microchip (MCHP) RSUs and PSUs vest?

The RSUs and earned PSUs reported in the filing vested on November 15, 2025 and November 17, 2025, with vested shares delivered to the reporting person upon vesting.

Through which entities are the Microchip (MCHP) shares held indirectly?

The indirectly held Microchip shares are owned through The Sanghi Trust and The Sanghi Family Limited Partnership, as detailed in the explanation of responses in the filing.