MCHP Insider Filing: CFO Reports 30,089 Indirect Shares, New PSU/RSU Grants

Rhea-AI Filing Summary

James Eric Bjornholt, Senior VP and CFO of Microchip Technology Incorporated (MCHP), reported equity awards on 10/01/2025 on Form 4. The filing shows 30,089 shares held indirectly in a trust. On the same date he was granted 3,071 restricted stock units (RSUs) and 3,071 performance stock units (PSUs), each unit representing a contingent right to one share.

The RSUs will vest in full on November 15, 2029 provided continued service. The PSUs vest on the same date but are earned only if Microchip achieves a cumulative non-GAAP operating margin of 29.0% over the 12-quarter period ending September 30, 2028; actual PSU payout can be higher or lower than target.

Positive

• 3,071 restricted stock units granted to the reporting person on 10/01/2025
• 3,071 performance stock units granted on 10/01/2025 with explicit performance metric
• 30,089 shares held indirectly in a trust disclosed on the Form 4

Negative

• RSUs and PSUs vest only on November 15, 2029, requiring continued service until that date
• PSU payout is contingent on achieving a cumulative 29.0% non‑GAAP operating margin through 9/30/2028, creating uncertainty in realized shares

Insights

Corporate Governance Analyst

Form 4 reports long-term, service-conditioned grants to the CFO and indirect ownership in a trust.

The filing documents 3,071 RSUs and 3,071 PSUs granted to the reporting person with vesting on November 15, 2029 only if service continues. It also discloses 30,089 shares held indirectly by a trust.

This is a clear disclosure of insiders' alignment with long-term compensation schedules and existing indirect ownership; no exercise or sale transactions are reported.

Executive Compensation Specialist

PSUs are performance‑contingent tied to a 12‑quarter non‑GAAP margin target of 29.0%.

The PSU metric is explicitly cumulative non‑GAAP operating margin over the 12 quarters ending September 30, 2028, and target PSUs reported equal 3,071. RSUs are time‑based and will vest in full on November 15, 2029 if service continues.

The filing states earned PSUs may be higher or lower than target based solely on the disclosed margin metric; no other performance conditions are cited.

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

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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).

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)
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								30,089	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	(1)	10/01/2025		A		3,071		(2)	(2)	Common Stock	3,071	$0	3,071	D
Performance Stock Units	(3)	10/01/2025		A		3,071		(4)	(4)	Common Stock	3,071	$0	3,071	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 November15, 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.

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.
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FAQ

What did Microchip CFO James Bjornholt report on Form 4 (MCHP)?

The Form 4 reports 3,071 RSUs, 3,071 PSUs granted on 10/01/2025, plus 30,089 shares held indirectly by a trust.

When do the RSUs and PSUs vest for MCHP's reporting person?

Both the RSUs and PSUs vest on November 15, 2029, provided the reporting person remains a service provider through that date.

What performance condition applies to the PSUs reported on MCHP Form 4?

PSUs are payable based on Microchip achieving a cumulative non‑GAAP operating margin of 29.0% over the 12 quarters ending September 30, 2028.

How many shares does each RSU or PSU represent according to the filing?

Each restricted stock unit and each performance stock unit represents a contingent right to receive one share of Microchip common stock.

Did the filing report any sales or exercises by the reporting person?

No; the Form 4 discloses only awards granted and existing indirect holdings—there are no reported sales or exercises.