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MCHP Form 4: Sanghi RSUs and PSUs Vest, Small Disposals Reported

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Steve Sanghi, President, CEO and Chair of Microchip Technology Incorporated, reported changes in beneficial ownership on Form 4 reflecting equity awards that vested on 08/15/2025. The filing shows 5,338 restricted stock units and 5,346 performance stock units (PSUs) were recorded as acquired at a reference price of $65.71 and vested shares were delivered to the reporting person upon vesting. The report also lists small disposals of 2,208 and 2,211 shares on the same date. Following the transactions, the reporting person beneficially owned approximately 10.17 million shares, held indirectly through The Sanghi Trust and The Sanghi Family Limited Partnership.

Positive

  • Vested equity delivered to the reporting person (5,338 RSUs and 5,346 PSUs) on 08/15/2025
  • Substantial indirect ownership retained: approximately 10.17 million shares held via The Sanghi Trust and The Sanghi Family Limited Partnership

Negative

  • Disposals reported on 08/15/2025 totaling 4,419 shares (2,208 and 2,211) which reduce immediately held shares
  • No new grants or forward-looking disclosures are included in this filing to indicate future compensation changes

Insights

TL;DR: Routine executive equity vesting and share deliveries, with indirect holdings concentrated in family vehicles.

The Form 4 documents scheduled vesting of RSUs and PSUs for the CEO and Chair, resulting in delivery of vested shares and modest contemporaneous disposals. The filing shows concentrated indirect ownership via The Sanghi Trust and The Sanghi Family Limited Partnership, with roughly 4.26 million shares in the trust and 5.91 million in the family partnership across reported lines. These holdings indicate continued significant insider alignment with shareholders without any disclosed new grants or plan amendments in this filing.

TL;DR: Material share count remains large; reported vesting increases directly beneficial shares but does not change overall economic ownership stated.

The filing records vesting events (5,338 RSUs and 5,346 PSUs) priced at $65.71 and immediate delivery of vested shares. Small disposals of 2,208 and 2,211 shares are reported on the same date. Post-transaction beneficial ownership is about 10.17 million shares held indirectly. The transaction values shown reflect the award price reference; no cash proceeds or additional purchases are reported.

Insider Sanghi Steve
Role President, CEO and Chair of Bd
Type Security Shares Price Value
Exercise Restricted Stock Units 5,338 $0.00 $0.00
Exercise Performance Stock Units 5,346 $0.00 $0.00
Exercise Common Stock 5,338 $65.71 $351K
Exercise Price or Tax Liability Common Stock 2,208 $65.71 $145K
Exercise Common Stock 5,346 $65.71 $351K
Exercise Price or Tax Liability Common Stock 2,211 $65.71 $145K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 10,167,400 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)
Footnotes (6)
  1. F1. Of the 10,166,473 shares held, 4,260,601 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  2. F2. Of the 10,164,265 shares held, 4,258,393 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  3. F3. Of the 10,169,611 shares held, 4,263,739 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  4. F4. Of the 10,167,400 shares held, 4,261,528 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  5. F5. The restricted stock units vested in full on August 15, 2025. Vested shares were delivered to the reporting person upon vest.
  6. F6. 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 the relative total shareholder return (TSR) of Microchip common stock compared to a peer group of twenty companies over a three-year period ending on June 30, 2024. The target number of PSU shares that may be earned is reported in the table above, the minimum number of shares that may be earned is zero if Microchip's TSR is at or lower than the 25th percentile of the peer group and the maximum number of shares that may be earned is 200% of the target if Microchip's TSR is at or higher than the 75th percentile of the peer group. Earned PSUs will vest on August 15, 2025 as long as the reporting person remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did Steve Sanghi report on Form 4 for MCHP?
The Form 4 reports vesting-related acquisitions of 5,338 restricted stock units and 5,346 performance stock units on 08/15/2025, plus disposals of 2,208 and 2,211 shares the same day.

How many Microchip (MCHP) shares does the reporting person beneficially own after these transactions?
Following the reported transactions the reporting person beneficially owned approximately 10,169,611 shares in the largest reported line (other lines show 10,167,400; 10,166,473; 10,164,265).

How are the reported MCHP shares held?
Shares are held indirectly through The Sanghi Trust (about 4.26 million shares) and The Sanghi Family Limited Partnership (about 5.905,872 shares) as specified in the filing explanations.

Were the vested PSUs delivered and what are their performance conditions?
The filing states PSUs represent contingent rights based on Microchip's relative total shareholder return versus a 20-company peer group over a three-year period ending June 30, 2024; earned PSUs vested and were delivered on 08/15/2025.

What price is shown for the vested awards on the Form 4?
The reference price shown for the reported transactions is $65.71 per share.
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*
Sanghi Steve
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Chair of Bd
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
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 08/15/2025 M 5,338 A $65.71 10,166,473(1) I Shares held Indirectly, by Trust and by Family Limited Partnership.(1)
Common Stock 08/15/2025 F 2,208 D $65.71 10,164,265(2) I Shares held Indirectly, by Trust and by Family Limited Partnership.(2)
Common Stock 08/15/2025 M 5,346 A $65.71 10,169,611(3) I Shares held Indirectly, by Trust and by Family Limited Partnership.(3)
Common Stock 08/15/2025 F 2,211 D $65.71 10,167,400(3) I Shares held Indirectly, by Trust and by Family Limited Partnership.(4)
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 $65.71 08/15/2025 M 5,338 (5) (5) Common Stock 5,338 $0 0 D
Performance Stock Units $65.71 08/15/2025 M 5,346 (6) (6) Common Stock 5,346 $0 0 D
Explanation of Responses:
1. Of the 10,166,473 shares held, 4,260,601 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
2. Of the 10,164,265 shares held, 4,258,393 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
3. Of the 10,169,611 shares held, 4,263,739 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
4. Of the 10,167,400 shares held, 4,261,528 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
5. The restricted stock units vested in full on August 15, 2025. Vested shares were delivered to the reporting person upon vest.
6. 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 the relative total shareholder return (TSR) of Microchip common stock compared to a peer group of twenty companies over a three-year period ending on June 30, 2024. The target number of PSU shares that may be earned is reported in the table above, the minimum number of shares that may be earned is zero if Microchip's TSR is at or lower than the 25th percentile of the peer group and the maximum number of shares that may be earned is 200% of the target if Microchip's TSR is at or higher than the 75th percentile of the peer group. Earned PSUs will vest on August 15, 2025 as long as the reporting person remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact 08/19/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR