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  4. [Form 4] MICROCHIP TECHNOLOGY INC Insider Trading Activity

Microchip (MCHP) CEO Sanghi granted PSUs and RSUs tied to margin goals

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

Rhea-AI Filing Summary

Sanghi Steve reported acquisition or exercise transactions in this Form 4 filing.

Microchip Technology President, CEO and Chair Steve Sanghi reported new equity awards rather than open-market trades. He received 21,986 Performance Stock Units and 14,658 Restricted Stock Units, each representing a right to receive one share of common stock at no purchase price.

The RSUs and any earned PSUs are scheduled to vest on August 15, 2030, if he remains a service provider through that date. PSU payouts will depend on Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2029, with the target based on achieving a 33.5% margin.

The filing also reports 9,410,407 Microchip common shares held indirectly, including 3,504,535 shares in The Sanghi Trust and 5,905,872 shares in The Sanghi Family Limited Partnership.

Positive

  • None.

Negative

  • None.
Insider Sanghi Steve
Role President, CEO and Chair of Bd
Type Security Shares Price Value
Grant/Award Restricted Stock Units 14,658 $0.00 --
Grant/Award Performance Stock Units 21,986 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 14,658 shares (Direct, null); Performance Stock Units — 21,986 shares (Direct, null); Common Stock — 9,410,407 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)
Footnotes (1)
  1. Of the 9,410,407 shares held, 3,504,535 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. The restricted stock units will vest in full on August 15, 2030 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest. Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. 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, 2029. 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 33.5% 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 August 15, 2030 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.
Performance Stock Units granted 21,986 units Grant of PSUs to CEO Steve Sanghi on July 1, 2026
Restricted Stock Units granted 14,658 units Grant of RSUs to CEO Steve Sanghi on July 1, 2026
Indirect common shares held 9,410,407 shares Common stock held indirectly via trust and family limited partnership
Trust-held shares 3,504,535 shares Common stock held by The Sanghi Trust
Family LP-held shares 5,905,872 shares Common stock held by The Sanghi Family Limited Partnership
PSU performance target margin 33.5% Target cumulative non-GAAP operating margin over 12 quarters
Performance period end June 30, 2029 End of 12-quarter PSU measurement period
Vesting date for awards August 15, 2030 Scheduled vesting for RSUs and earned PSUs
Performance Stock Unit financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares..."
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending June 30, 2029."
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.
2004 Equity Incentive Plan financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right..."
Family Limited Partnership financial
"5,905,872 shares were held by The Sanghi Family Limited Partnership."
Trust financial
"3,504,535 shares were held by The Sanghi Trust;"
A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.
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Form 4 Insider Transactions: What Each Field Means →
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)
07/01/2026		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 Stock9,410,407(1)IShares held Indirectly, by Trust and by Family Limited Partnership.(1)
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(2)07/01/2026A14,658 (3) (3)Common Stock14,658$014,658D
Performance Stock Units(4)07/01/2026A21,986 (5) (5)Common Stock21,986$021,986D
Explanation of Responses:
1. Of the 9,410,407 shares held, 3,504,535 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
2. Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
3. The restricted stock units will vest in full on August 15, 2030 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
4. Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
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 June 30, 2029. 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 33.5% 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 August 15, 2030 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-Fact07/06/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Microchip (MCHP) CEO Steve Sanghi receive in this Form 4?

Steve Sanghi received 21,986 Performance Stock Units and 14,658 Restricted Stock Units. Each unit represents a contingent right to one share of Microchip common stock, granted at no purchase price as part of his equity compensation.

How do the Performance Stock Units for Microchip (MCHP) CEO Steve Sanghi vest?

The Performance Stock Units depend on Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2029. The target assumes a 33.5% margin, and actual shares earned may be higher or lower depending on performance against that margin goal.

When will Steve Sanghi’s new RSUs and PSUs from Microchip (MCHP) vest?

Both the restricted stock units and any earned performance stock units are scheduled to vest in full on August 15, 2030. Vesting requires that Sanghi remain a service provider through that date, after which vested shares will be delivered to him.

What level of stock ownership does Steve Sanghi report in Microchip (MCHP)?

The filing reports 9,410,407 Microchip common shares held indirectly. Of these, 3,504,535 shares are held by The Sanghi Trust and 5,905,872 shares are held by The Sanghi Family Limited Partnership, reflecting substantial indirect ownership.

Are Steve Sanghi’s Microchip (MCHP) equity awards open-market purchases or compensation grants?

The reported Performance Stock Units and Restricted Stock Units are compensation grants, not open-market purchases. They were awarded at a zero dollar price per unit under Microchip’s equity incentive plan and vest based on time and, for PSUs, performance.