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Microchip (NASDAQ: MCHP) COO logs RSU and PSU vesting in trust

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

MICROCHIP TECHNOLOGY INC (MCHP) reported that Chief Operating Officer Richard J. Simoncic had equity awards vest and convert into common stock on August 17, 2026. 2,226 Restricted Stock Units vested and were delivered in common shares, and 1,952 Performance Stock Units earned under a 12‑quarter performance period ending June 30, 2025 also vested and converted into common stock. The resulting 4,178 common shares were held indirectly in a trust, at a stated value of $80.26 per share. In separate code F transactions, 943 shares and 827 shares of common stock held by the trust were delivered or withheld to satisfy the exercise price or tax liability associated with these vestings.

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Insider Simoncic Richard J
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units F1 2,226 $0.00 $0.00
Exercise Performance Stock Units F2 1,952 $0.00 $0.00
Exercise Common Stock 2,226 $80.26 $179K
Exercise Price or Tax Liability Common Stock 943 $80.26 $76K
Exercise Common Stock 1,952 $80.26 $157K
Exercise Price or Tax Liability Common Stock 827 $80.26 $66K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 132,916 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (2)
  1. F1. The restricted stock units vested in full on August 17, 2026. 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 June 30, 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 August 17, 2026. Vested shares were delivered to the reporting person upon vest.
RSUs vested 2,226 shares Restricted Stock Units vested in full on August 17, 2026
PSUs earned and vested 1,952 shares Performance Stock Units earned over a 12-quarter period and vested on August 17, 2026
Share value used for transactions $80.2600 per share Stated price per share for common stock related to conversions and code F dispositions
Common shares from RSU and PSU vesting 4,178 shares Total common stock underlying 2,226 RSUs and 1,952 PSUs converted
Shares delivered/withheld for price or tax 943 shares Code F transaction for payment of exercise price or tax liability
Additional shares delivered/withheld for price or tax 827 shares Second code F transaction for payment of exercise price or tax liability
Performance measurement period 12 quarters Period ending June 30, 2025 for PSU non-GAAP operating margin test
Target non-GAAP operating margin 40.0% Target cumulative non-GAAP operating margin for earning target PSU shares
Restricted Stock Units financial
"The restricted stock units vested in full on August 17, 2026."
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.
non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period"
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.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security"
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction_code_description": "Payment of exercise price or tax liability"

FAQ

What transactions did MCHP COO Richard J. Simoncic report on this Form 4?

Richard J. Simoncic reported vesting and conversion of 2,226 RSUs and 1,952 PSUs into Microchip common stock at $80.26 per share, with shares held indirectly in a trust and some shares delivered or withheld to cover price or tax obligations.

How many Microchip (MCHP) RSUs vested for Richard J. Simoncic?

A total of 2,226 Restricted Stock Units vested in full on August 17, 2026. These vested units were settled in Microchip common stock and delivered to Richard J. Simoncic, with the resulting common shares reported as held indirectly through a trust.

How were Richard J. Simoncic’s MCHP Performance Stock Units determined and settled?

Simoncic’s 1,952 Performance Stock Units were earned based on Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2025, with a 40.0% target margin, and the earned PSUs vested and were delivered as common shares on August 17, 2026.

What role did the trust play in these MCHP share transactions?

The resulting common shares from vested RSUs and PSUs are reported as held indirectly by a trust. The Form 4 identifies the ownership type as indirect, with the nature of ownership described as “Shares held Indirectly, by Trust.”

Were any MCHP shares sold on the open market in this Form 4?

No open-market sales are reported. Instead, 943 shares and 827 shares of common stock were delivered or withheld in code F transactions to pay the exercise price or tax liability related to the vesting and conversion of the equity awards.

What performance condition applied to Richard J. Simoncic’s MCHP PSUs?

Each PSU represented a right to receive common stock based on Microchip’s cumulative non-GAAP operating margin over 12 quarters ending June 30, 2025. The target 40.0% margin determined the target number of PSU shares that could be earned.

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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)
08/17/2026
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 Stock08/17/2026M2,226A$80.26132,734IShares held Indirectly, by Trust.
Common Stock08/17/2026F943D$80.26131,791IShares held Indirectly, by Trust.
Common Stock08/17/2026M1,952A$80.26133,743IShares held Indirectly, by Trust.
Common Stock08/17/2026F827D$80.26132,916IShares 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$80.2608/17/2026M2,226 (1) (1)Common Stock2,226$00D
Performance Stock Units$80.2608/17/2026M1,952 (2) (2)Common Stock1,952$00D
Explanation of Responses:
1. The restricted stock units vested in full on August 17, 2026. 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 June 30, 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 August 17, 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)