Microchip (NASDAQ: MCHP) CFO logs RSU and PSU vesting, tax share withholdings

Rhea-AI Filing Summary

Microchip Technology Senior VP and CFO James Eric Bjornholt reported multiple equity award vesting transactions in mid-February 2026. Restricted stock units and performance stock units converted into common stock on February 15, 2026 and February 16, 2026, with resulting common shares priced at $78.94 per share in the Form 4 tables.

The vested shares were delivered to him upon vesting, and many are held indirectly through a trust. Several F-code transactions show small share dispositions used to satisfy tax withholding obligations rather than open‑market selling. Following these transactions, the trust held 33,672 shares of Microchip common stock.

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^*

Bjornholt James Eric

(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)
	SENIOR VP AND CFO

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		776	A	$78.94	30,865	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		333	D	$78.94	30,532	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,354	A	$78.94	31,886	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		581	D	$78.94	31,305	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,349	A	$78.94	32,654	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		579	D	$78.94	32,075	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		2,027	A	$78.94	34,102	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		932	D	$78.94	33,170	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		678	A	$78.94	33,848	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		291	D	$78.94	33,557	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		110	A	$78.94	33,667	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		48	D	$78.94	33,619	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		93	A	$78.94	33,712	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		40	D	$78.94	33,672	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	$78.94	02/15/2026		M			776	(1)	(1)	Common Stock	776	$0	1,552	D
Performance Stock Units	$78.94	02/15/2026		M			1,354	(2)	(2)	Common Stock	1,354	$0	1,556	D
Restricted Stock Units	$78.94	02/15/2026		M			1,349	(3)	(3)	Common Stock	1,349	$0	0	D
Performance Stock Units	$78.94	02/15/2026		M			2,027	(4)	(4)	Common Stock	2,027	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			678	(5)	(5)	Common Stock	678	$0	0	D
Performance Stock Units	$78.94	02/16/2026		M			110	(6)	(6)	Common Stock	110	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			93	(5)	(5)	Common Stock	93	$0	0	D

Explanation of Responses:

1. The restricted stock units vest in three quarterly installments of 1,556 shares beginning November 15, 2023, one quarterly installment of 1,554 shares on August 15, 2024, and eight quarterly installments of 776 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 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 will vest 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.

3. The restricted stock units vested in full on February 15, 2026. 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 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.

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

6. 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 (MCHP) CFO James Bjornholt report in this Form 4?

He reported vesting and conversion of restricted stock units and performance stock units into Microchip common stock. The transactions occurred on February 15 and 16, 2026, with resulting shares generally held indirectly through a trust associated with him.

How many Microchip (MCHP) shares did the trust hold after these Form 4 transactions?

After the reported transactions, the trust associated with James Bjornholt held 33,672 shares of Microchip common stock. This figure reflects equity award vesting, derivative conversions, and shares withheld to cover taxes as disclosed in the non-derivative transaction table.

Were any of the Microchip (MCHP) Form 4 transactions open-market sales?

No, the dispose transactions used code F, indicating shares withheld to pay tax liabilities. These dispositions represent tax-withholding settlements tied to vesting or exercises, rather than discretionary open-market sales of Microchip common stock by the reporting person.

At what price were the Microchip (MCHP) common stock entries recorded in the Form 4?

Common stock transactions in the non-derivative table used a reference price of $78.94 per share. This price applied to both the derivative conversion entries and the related F-code tax-withholding dispositions reported for the February 15 and 16, 2026 transactions.

What performance conditions applied to the Microchip (MCHP) performance stock units in this Form 4?

Each performance stock unit depends on Microchip’s cumulative non-GAAP operating margin over 12-quarter periods ending September 30, 2024, December 31, 2024, or December 31, 2025. Target PSU shares assume a 40.0% cumulative margin, with actual shares higher or lower based on results.

When did the equity awards reported by Microchip (MCHP) CFO in this Form 4 vest?

Certain restricted stock units and performance stock units vested in full on February 15, 2026 and February 16, 2026. Vested shares were delivered upon vest, with earlier PSU grants also vesting ratably over designated quarterly schedules, as described in the accompanying footnotes.