STOCK TITAN

Microchip (NASDAQ: MCHP) COO exercises 3,042 shares into trust

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Microchip Technology Inc (MCHP) reported insider equity activity by Chief Operating Officer Richard J. Simoncic. On August 15, 2026, restricted stock units and performance stock units covering a total of 3,042 shares of common stock were exercised or converted at an exercise price of $80.26 per share, with the resulting common shares held indirectly in a trust. In connection with these exercises, 1,290 shares of common stock were delivered or withheld to pay the exercise price or related tax liabilities. The PSUs were tied to Microchip’s cumulative non‑GAAP operating margin performance over 12 quarters ending September 30, 2024, with vesting and delivery occurring as the awards vested.

Positive

  • None.

Negative

  • None.
Insider Simoncic Richard J
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units F1 702 $0.00 $0.00
Exercise Performance Stock Units F2 1,222 $0.00 $0.00
Exercise Restricted Stock Units F3 269 $0.00 $0.00
Exercise Restricted Stock Units F3 849 $0.00 $0.00
Exercise Common Stock 702 $80.26 $56K
Exercise Price or Tax Liability Common Stock 298 $80.26 $24K
Exercise Common Stock 1,222 $80.26 $98K
Exercise Price or Tax Liability Common Stock 518 $80.26 $42K
Exercise Common Stock 269 $80.26 $22K
Exercise Price or Tax Liability Common Stock 114 $80.26 $9K
Exercise Common Stock 849 $80.26 $68K
Exercise Price or Tax Liability Common Stock 360 $80.26 $29K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 134,668 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (3)
  1. F1. The restricted stock units vested in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025 as long as the individual remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.
  2. F2. 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 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. F3. The restricted stock units vested in full on August 15, 2026. Vested shares were delivered to the reporting person upon vest.
Shares from derivative exercises 3,042 shares Total derivative exercise or conversion shares reported in transactionSummary
Shares for exercise price or tax liabilities 1,290 shares Total shares delivered or withheld under Code F transactions
Exercise or conversion price $80.26 per share Price associated with RSU and PSU exercises on August 15, 2026
PSU measurement period end September 30, 2024 End of 12-quarter period for cumulative non-GAAP operating margin PSU metric
Target non-GAAP operating margin for PSUs 40.0% Target cumulative non-GAAP operating margin over 12 quarters for PSU awards
PSU vesting start date November 15, 2024 Date when earned PSUs begin to vest ratably over eight quarters
RSU quarterly vesting start date November 15, 2023 Initial vesting date for one RSU grant vesting in quarterly installments
Full vest date for certain RSUs August 15, 2026 Date on which one RSU grant vested in full and shares were delivered
Restricted Stock Units financial
"The restricted stock units vested in four quarterly installments of 1,406 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
cumulative non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period of 12"
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding"
vested shares were delivered financial
"Vested shares were delivered to the reporting person upon vest"

FAQ

What insider transactions did MCHP COO Richard Simoncic report on August 15, 2026?

Richard J. Simoncic reported 3,042 shares of Microchip common stock acquired via exercises of restricted and performance stock units, and 1,290 shares delivered or withheld to cover exercise price or tax liabilities, all dated August 15, 2026.

How many Microchip (MCHP) shares were involved in derivative exercises in this Form 4?

The Form 4 shows derivative exercises or conversions for 3,042 shares of Microchip common stock. These arose from vested restricted stock units and performance stock units that converted into common shares held indirectly in a trust.

What price was used for the MCHP stock underlying Richard Simoncic’s awards?

The awards reference an exercise or conversion price of $80.26 per share for the underlying Microchip common stock. This price applies to the 3,042 shares delivered from vested restricted and performance stock units on August 15, 2026.

How many MCHP shares were withheld for exercise price or tax liabilities in this filing?

The Form 4 reports 1,290 shares of Microchip common stock delivered or withheld to pay the exercise price or satisfy tax liabilities. These transactions are coded “F” and relate to the same August 15, 2026 equity award exercises.

How are the performance stock units for MCHP’s COO measured and vested?

Each PSU represents a right to shares based on Microchip’s cumulative non‑GAAP operating margin over 12 quarters ending September 30, 2024, with a 40.0% target margin. Earned PSUs vest ratably over eight quarters beginning November 15, 2024, with shares delivered upon vesting.

Are the MCHP shares from these transactions held directly by the COO?

The common stock reported in the non‑derivative transactions is held indirectly, by a trust. The Form 4 describes the nature of ownership as “Shares held Indirectly, by Trust,” indicating trust-level holding associated with the reporting person.

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Learn about SEC filing dates
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
X
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*
Simoncic Richard J

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF OPERATING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
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 Stock08/15/2026M702A$80.26133,618IShares held Indirectly, by Trust.
Common Stock08/15/2026F298D$80.26133,320IShares held Indirectly, by Trust.
Common Stock08/15/2026M1,222A$80.26134,542IShares held Indirectly, by Trust.
Common Stock08/15/2026F518D$80.26134,024IShares held Indirectly, by Trust.
Common Stock08/15/2026M269A$80.26134,293IShares held Indirectly, by Trust.
Common Stock08/15/2026F114D$80.26134,179IShares held Indirectly, by Trust.
Common Stock08/15/2026M849A$80.26135,028IShares held Indirectly, by Trust.
Common Stock08/15/2026F360D$80.26134,668IShares 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$80.2608/15/2026M702 (1) (1)Common Stock702$00D
Performance Stock Units$80.2608/15/2026M1,222 (2) (2)Common Stock1,222$00D
Restricted Stock Units$80.2608/15/2026M269 (3) (3)Common Stock269$00D
Restricted Stock Units$80.2608/15/2026M849 (3) (3)Common Stock849$00D
Explanation of Responses:
1. The restricted stock units vested in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025 as long as the individual remains a service provider through the vesting date. 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 vested 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 August 15, 2026. Vested shares were delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact08/19/2026
** 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)