Microchip SVP exercises RSUs, withholds shares for tax

Microchip Technology senior vice president Joseph R. Krawczyk II reported multiple stock-based compensation transactions involving restricted stock units and common shares.

Rhea-AI Filing Summary

Microchip Technology senior vice president Joseph R. Krawczyk II reported multiple stock-based compensation transactions involving restricted stock units and common shares. On February 15, 2026 and February 16, 2026, several restricted stock unit awards vested and were converted into shares of common stock at a reference price of $78.94 per share for the common stock entries.

Some of the newly delivered shares were automatically disposed of under transaction code F, which indicates shares were withheld to pay taxes or exercise-related obligations, rather than sold in an open-market trade. After these transactions, Krawczyk directly held 13,547 shares of Microchip Technology common stock.

Insider Trade Summary

1,469 shares exercised/converted

Exercise 12 txns

Insider Krawczyk Joseph R II

Role SR. VP, WW CLIENT ENGAGEMENT

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	85	$0.00	$0.00
Exercise	Common Stock	85	$78.94	$7K
Exercise Price or Tax Liability	Common Stock	36	$78.94	$3K
Exercise	Restricted Stock Units	340	$0.00	$0.00
Exercise	Restricted Stock Units	682	$0.00	$0.00
Exercise	Restricted Stock Units	362	$0.00	$0.00
Exercise	Common Stock	340	$78.94	$27K
Exercise Price or Tax Liability	Common Stock	164	$78.94	$13K
Exercise	Common Stock	682	$78.94	$54K
Exercise Price or Tax Liability	Common Stock	329	$78.94	$26K
Exercise	Common Stock	362	$78.94	$29K
Exercise Price or Tax Liability	Common Stock	174	$78.94	$14K

Holdings After Transaction: Restricted Stock Units — 680 contracts (Direct); Common Stock — 13,547 shares (Direct)

Footnotes (3)

1. F1. The restricted stock units vest in nine quarterly installments of 338 shares beginning November 15, 2023, and three quarterly installments of 340 shares beginning on February 15, 2026, 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. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.
3. F3. The restricted stock units will vest in full on February 16, 2026 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

FAQ

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What did Microchip Technology (MCHP) executive Joseph Krawczyk report in this Form 4?

Joseph R. Krawczyk II reported vested restricted stock units converting into Microchip Technology common stock, plus related share dispositions for tax withholding. These are compensation-linked transactions, not open-market purchases or sales, and reflect the scheduled vesting of prior equity awards.

Did the Microchip (MCHP) Form 4 show insider buying or selling of common stock?

The Form 4 shows stock received from restricted stock unit vesting and shares disposed under code F for tax or exercise obligations. It does not report open-market buying or selling; activity is tied to equity award vesting and associated tax withholding.

How many Microchip (MCHP) shares does Joseph Krawczyk hold after these transactions?

Following the reported transactions, Joseph R. Krawczyk II directly held 13,547 shares of Microchip Technology common stock. This figure reflects the net result after restricted stock units converted to shares and a portion of those shares was withheld to satisfy tax-related obligations.

What do the M and F transaction codes mean in the Microchip (MCHP) Form 4?

Code M represents the exercise or conversion of derivative securities, here restricted stock units converting into common stock. Code F indicates shares delivered to cover the exercise price or tax liabilities, meaning shares were withheld rather than sold on the open market.

How are Microchip (MCHP) restricted stock units vesting for Joseph Krawczyk?

One grant vests in nine quarterly installments of 338 units starting November 15, 2023, and three quarterly installments of 340 units starting February 15, 2026. Other grants vest in full on specified February 2026 dates, with shares delivered upon each vesting event.

Are the dispositions in this Microchip (MCHP) Form 4 related to tax withholding?

Yes. Transactions coded F are described as payment of exercise price or tax liability by delivering securities. This indicates certain Microchip shares were withheld or delivered to meet tax or exercise costs, rather than being discretionary open-market sales.

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Accepted by SEC EDGAR 02/19/2026 - 04:52 PM EST Learn about SEC filing dates

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^*

Krawczyk Joseph R II

(Last) (First) (Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 W CHANDLER BLVD

(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)
	SR. VP, WW CLIENT ENGAGEMENT

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		340	A	$78.94	13,121	D
Common Stock	02/15/2026		F		164	D	$78.94	12,957	D
Common Stock	02/15/2026		M		682	A	$78.94	13,639	D
Common Stock	02/15/2026		F		329	D	$78.94	13,310	D
Common Stock	02/15/2026		M		362	A	$78.94	13,672	D
Common Stock	02/15/2026		F		174	D	$78.94	13,498	D
Common Stock	02/16/2026		M		85	A	$78.94	13,583	D
Common Stock	02/16/2026		F		36	D	$78.94	13,547	D

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			340	(1)	(1)	Common Stock	340	$0	680	D
Restricted Stock Units	$78.94	02/15/2026		M			682	(2)	(2)	Common Stock	682	$0	0	D
Restricted Stock Units	$78.94	02/15/2026		M			362	(2)	(2)	Common Stock	362	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			85	(3)	(3)	Common Stock	85	$0	0	D

Explanation of Responses:

1. The restricted stock units vest in nine quarterly installments of 338 shares beginning November 15, 2023, and three quarterly installments of 340 shares beginning on February 15, 2026, as long as the individual remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.

2. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.

3. The restricted stock units will vest in full on February 16, 2026 as long as the individual 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	02/19/2026
	** 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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