MCHP Form 4: CFO James Bjornholt Vesting and PSU Settlement Details

Rhea-AI Filing Summary

James Eric Bjornholt, Senior Vice President and CFO of Microchip Technology Incorporated (MCHP), reported multiple equity award transactions on 08/15/2025. Restricted stock units vested in full and shares were delivered to the reporting person upon vesting. Performance Stock Units (PSUs) tied to relative total shareholder return and PSUs tied to cumulative non-GAAP operating margin vested and were delivered subject to stated performance formulas. The filings show a series of non-derivative and derivative entries reflecting awards issued, vested, and delivered, with the reporting person holding shares indirectly through a trust.

Positive

• Restricted stock units vested in full and vested shares were delivered to the reporting person upon vest.
• Performance Stock Units settled per disclosed performance metrics (TSR and cumulative non-GAAP operating margin) with clear payout ranges and vesting conditions.
• Transactions were reported promptly on Form 4 showing compliance with Section 16 reporting requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and delivery; no new cash purchases or sales disclosed.

The Form 4 documents scheduled vesting events for the CFO on 08/15/2025, showing restricted stock units vested in full and Performance Stock Units settled upon meeting specified TSR and operating margin conditions. These are compensation-driven equity issuances rather than open-market trades, and vested shares were delivered upon vesting. The disclosure includes the PSU performance frameworks: TSR relative percentile with 0%–200% payout range and a cumulative non-GAAP operating margin target. From an investor perspective, this is a routine insider compensation event with limited immediate market impact.

Corporate Governance Expert

TL;DR: Compensation plan mechanics functioning as designed; vesting and delivery were executed and documented.

The filing confirms the company-administered equity incentive plan is operating per plan terms: RSUs vested and were delivered; PSUs included clear performance metrics and vesting schedules. Ownership is held indirectly by trust as disclosed. The Form 4 provides transparent linkage between performance metrics and awards, showing governance adherence for equity compensation reporting. No governance red flags or unexplained transactions are present in the filing text.

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

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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^*

Bjornholt James Eric

(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)
	SENIOR VP AND CFO

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		1,606	A	$65.71	35,919	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		689	D	$65.71	35,230	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		1,610	A	$65.71	36,840	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		690	D	$65.71	36,150	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		776	A	$65.71	36,926	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		333	D	$65.71	36,593	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		M		1,354	A	$65.71	37,947	I	Shares held Indirectly, by Trust.
Common Stock	08/15/2025		F		581	D	$65.71	37,366	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	$65.71	08/15/2025		M			1,606	(1)	(1)	Common Stock	1,606	$0	0	D
Performance Stock Units	$65.71	08/15/2025		M			1,610	(2)	(2)	Common Stock	1,610	$0	0	D
Restricted Stock Units	$65.71	08/15/2025		M			776	(3)	(3)	Common Stock	776	$0	3,104	D
Performance Stock Units	$65.71	08/15/2025		M			1,354	(4)	(4)	Common Stock	1,354	$0	3,112	D

Explanation of Responses:

1. The restricted stock units vested in full on August 15, 2025. 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 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.

3. 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.

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, 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.

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).
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FAQ

What transactions did James Eric Bjornholt report on Form 4 for MCHP on 08/15/2025?

The Form 4 reports restricted stock units vesting in full and multiple Performance Stock Units and Restricted Stock Units being vested and delivered on 08/15/2025.

How are the PSUs described in the MCHP Form 4 measured and paid out?

One PSU plan is based on relative total shareholder return (TSR) versus a 20-company peer group with payout 0%–200% of target; another PSU plan is based on cumulative non-GAAP operating margin with target set at 40.0% over 12 quarters.

Did the reporting person buy or sell Microchip shares in open-market trades?

No open-market purchases or sales are disclosed; the reported transactions reflect award vesting and delivery of shares from equity compensation awards.

How is the reporting person's Microchip stock ownership held according to the filing?

Shares are held indirectly by a trust, as indicated in the ownership form entries in the Form 4.

Were vested shares delivered immediately upon vesting according to the filing?

Yes, the filing states vested shares were delivered to the reporting person upon vest.