CFO of Microchip (NASDAQ: MCHP) exercises awards; 29,016 shares held
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Microchip Technology’s Senior VP and CFO James Eric Bjornholt reported compensation-related equity activity rather than open-market trading. On May 15, 2026, he exercised a total of 6,422 restricted and performance stock units into common stock at $93.85 per share.
To cover tax obligations, 2,755 common shares were disposed of via tax-withholding transactions, not market sales. After these events, a trust associated with him holds 29,016 shares of common stock indirectly, and he also retains 778 performance stock units that remain outstanding under Microchip’s equity incentive plan.
Positive
- None.
Negative
- None.
Insights
Routine vesting and tax withholding; no open‑market buying or selling.
CFO James Eric Bjornholt exercised equity awards tied to restricted stock units and performance stock units at a conversion price of $93.85 per share, acquiring 6,422 shares of Microchip Technology common stock on May 15, 2026.
To satisfy tax liabilities, 2,755 shares were disposed of through tax-withholding transactions, which are mechanical and not market sales. Following these transactions, a trust associated with him holds 29,016 common shares indirectly, and he still has 778 performance stock units outstanding, indicating ongoing equity-based incentives rather than a reduction in exposure.
Insider Trade Summary
6,422 shares exercised/converted
Mixed
18 txns
Insider
Bjornholt James Eric
Role
SENIOR VP AND CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 776 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,355 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,690 | $0.00 | -- |
| Exercise | Performance Stock Units | 2,015 | $0.00 | -- |
| Exercise | Restricted Stock Units | 183 | $0.00 | -- |
| Exercise | Restricted Stock Units | 403 | $0.00 | -- |
| Exercise | Common Stock | 776 | $93.85 | $73K |
| Tax Withholding | Common Stock | 333 | $93.85 | $31K |
| Exercise | Common Stock | 1,355 | $93.85 | $127K |
| Tax Withholding | Common Stock | 581 | $93.85 | $55K |
| Exercise | Common Stock | 1,690 | $93.85 | $159K |
| Tax Withholding | Common Stock | 725 | $93.85 | $68K |
| Exercise | Common Stock | 2,015 | $93.85 | $189K |
| Tax Withholding | Common Stock | 864 | $93.85 | $81K |
| Exercise | Common Stock | 183 | $93.85 | $17K |
| Tax Withholding | Common Stock | 79 | $93.85 | $7K |
| Exercise | Common Stock | 403 | $93.85 | $38K |
| Tax Withholding | Common Stock | 173 | $93.85 | $16K |
Holdings After Transaction:
Restricted Stock Units — 776 shares (Direct, null);
Performance Stock Units — 778 shares (Direct, null);
Common Stock — 29,349 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (1)
- The restricted stock units vest in three quarterly installments of 1,556 shares beginning November 15, 2023, one quarterly installment of 1,554 shares on August 15, 2024, and eight quarterly installments of 776 shares beginning on November 15, 2024. Vested shares were delivered to the reporting person upon vest. 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 will vest 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. The restricted stock units will vested in full on May 15, 2026. Vested shares were delivered to the reporting person upon vest. 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 March 31, 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 will vested on May 15, 2026. Vested shares were delivered to the reporting person upon vest.
Key Figures
Equity awards exercised: 6,422 shares
Tax-withholding shares: 2,755 shares
Exercise price: $93.85 per share
+3 more
6 metrics
Equity awards exercised
6,422 shares
Total RSU and PSU shares converted on May 15, 2026
Tax-withholding shares
2,755 shares
Shares delivered to cover tax liabilities on May 15, 2026
Exercise price
$93.85 per share
Conversion or exercise price for equity awards
Indirect common shares held
29,016 shares
Common stock held indirectly via trust after transactions
Performance stock units remaining
778 units
PSUs outstanding after exercises under equity plan
Derivative transactions
6 transactions
Total derivative-type entries reported in Form 4
Key Terms
Restricted Stock Units, Performance Stock Unit (PSU), non-GAAP operating margin, tax-withholding disposition, +1 more
5 terms
Restricted Stock Units financial
"The restricted stock units vest in three quarterly installments of 1,556 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 Unit (PSU) financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated 2004 Equity Incentive Plan"
non-GAAP operating margin financial
"based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters"
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What did Microchip (MCHP) CFO James Bjornholt report in this Form 4?
He reported equity award exercises and related tax withholding. On May 15, 2026, he exercised 6,422 restricted and performance stock units at $93.85 per share and had 2,755 shares withheld to cover taxes, rather than executing open-market trades.
What performance conditions apply to the Microchip (MCHP) PSUs mentioned?
The PSUs depend on cumulative non-GAAP operating margin. Footnotes state PSU payouts are tied to Microchip’s cumulative non-GAAP operating margin over 12-quarter periods ending September 30, 2024 or March 31, 2025, with actual shares earned potentially above or below target based on results.