MCHP Form 4: COO holds 151,057 shares; PSUs tied to 29.0% margin

Rhea-AI Filing Summary

Microchip Technology reported an insider Form 4 for Richard J. Simoncic, the company’s Chief Operating Officer, disclosing non‑derivative and derivative equity awards granted on 10/01/2025. The filing shows 151,057 shares held indirectly in a trust and two new awards delivered directly: 4,874 Restricted Stock Units (RSUs) and 4,875 Performance Stock Units (PSUs). The RSUs vest in full on November 15, 2029 if service continues. The PSUs vest on the same date and are earned based on Microchip’s cumulative non‑GAAP operating margin over 12 quarters ending September 30, 2028, with the target based on achieving 29.0% cumulative margin. Vested awards convert one‑for‑one into common shares.

Positive

• 4,875 PSUs link compensation to a clear performance metric (29.0% cumulative non‑GAAP operating margin)
• Long vesting schedule to November 15, 2029 supports executive retention

Negative

• No payout certainty: PSUs depend on achieving a cumulative margin target over 12 quarters ending 9/30/2028
• Concentration: Reporting person holds 151,057 shares indirectly, creating concentrated insider exposure

Insights

Compensation Governance Analyst

Grant aligns executive pay with long‑term operating margin performance.

The filing documents grants of 4,874 RSUs and 4,875 PSUs to COO Richard J. Simoncic on 10/01/2025, both vesting on November 15, 2029 subject to continued service. The PSU payout depends on cumulative non‑GAAP operating margin over 12 quarters ending 9/30/2028 with a 29.0% target.

This structure ties a portion of compensation to sustained profitability rather than time alone, which can strengthen alignment between management decisions and margin improvement goals. The awards are time‑locked through 2029, creating a multi‑year retention incentive.

Insider Holdings Reviewer

Reporting shows significant indirect holdings plus modest new awards.

The report lists 151,057 shares held indirectly in a trust, indicating material existing ownership by the reporting person. The newly reported 9,749 total contingent units (RSUs+PSUs) represent a modest incremental grant relative to the indirect holdings.

Because the PSUs are performance‑based and the RSUs vest only with continued service, the economic impact depends on future vesting outcomes; the filing contains no information on settlement timing beyond the vest date.

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
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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^*

Simoncic Richard J

(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)
	CHIEF OPERATING OFFICER

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								151,057	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		4,874		(2)	(2)	Common Stock	4,874	$0	4,874	D
Performance Stock Units	(3)	10/01/2025		A		4,875		(4)	(4)	Common Stock	4,875	$0	4,875	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 November 15, 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Richard J. Simoncic report on Form 4 for MCHP?

The Form 4 reports 151,057 shares held indirectly and grants of 4,874 RSUs and 4,875 PSUs awarded on 10/01/2025.

When do the RSUs and PSUs vest for the MCHP grant?

Both the RSUs and any earned PSUs vest and are deliverable on November 15, 2029, subject to continued service.

How are the PSUs for MCHP measured?

PSU payout is based on Microchip’s cumulative non‑GAAP operating margin over 12 quarters ending September 30, 2028, with a target of 29.0%.

How many total contingent units were granted to the reporting person?

The filing shows a total of 9,749 contingent units: 4,874 RSUs and 4,875 PSUs.

Do the PSUs convert to shares at a fixed ratio?

Yes; each PSU represents a contingent right to receive one share of Microchip common stock if earned and vested.