STOCK TITAN

Microchip (MCHP) executive’s 2,477 stock units vest at $80

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Microchip Technology Inc. (MCHP) reported that senior officer Joseph R. Krawczyk II had multiple equity awards vest and convert on August 15, 2026. In total, 2,477 Restricted Stock Units and Performance Stock Units converted into common stock at a reference price of $80.26 per share, with 1,063 shares delivered or withheld to pay the exercise price or tax liabilities. Performance Stock Units were earned based on Microchip’s cumulative non-GAAP operating margin over a 12-quarter period ending June 30, 2025, with earned PSUs vesting on August 15, 2026.

Positive

  • None.

Negative

  • None.
Insider Krawczyk Joseph R II
Role SR. CORP VP, WW CLIENT ENGMT
Type Security Shares Price Value
Exercise Restricted Stock Units F1 340 $0.00 $0.00
Exercise Performance Stock Units F2 664 $0.00 $0.00
Exercise Restricted Stock Units F3 757 $0.00 $0.00
Exercise Restricted Stock Units F3 231 $0.00 $0.00
Exercise Restricted Stock Units F3 485 $0.00 $0.00
Exercise Common Stock 340 $80.26 $27K
Exercise Price or Tax Liability Common Stock 146 $80.26 $12K
Exercise Common Stock 664 $80.26 $53K
Exercise Price or Tax Liability Common Stock 285 $80.26 $23K
Exercise Common Stock 757 $80.26 $61K
Exercise Price or Tax Liability Common Stock 325 $80.26 $26K
Exercise Common Stock 231 $80.26 $19K
Exercise Price or Tax Liability Common Stock 99 $80.26 $8K
Exercise Common Stock 485 $80.26 $39K
Exercise Price or Tax Liability Common Stock 208 $80.26 $17K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 16,558 shares (Direct)
Footnotes (3)
  1. F1. The restricted stock units vested in nine quarterly installments of 338 shares beginning November 15, 2023, and three quarterly installments of 340 shares beginning on February 15, 2026, as long as the individual remains a service provider through the vesting date. 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 15, 2026. Vested shares were delivered to the reporting person upon vest.
  3. F3. The restricted stock units vested in full on August 15, 2026. Vested shares were delivered to the reporting person upon vest.
Derivative shares exercised/converted 2,477 shares Total derivative exercises (code M) reported for August 15, 2026
Shares delivered/withheld for exercise price or tax liability 1,063 shares Total code F transactions on August 15, 2026
Reference share price $80.26 per share Price used across August 15, 2026 equity award transactions
PSU target operating margin 40.0% Cumulative non-GAAP operating margin target for 12-quarter PSU measurement period
PSU measurement period length 12 quarters Period ending June 30, 2025 used to determine PSU earnout
Underlying PSU shares in single transaction 664 shares Performance Stock Units converting into common stock in one reported transaction
Restricted Stock Units financial
"The restricted stock units vested in nine quarterly installments of 338 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 financial
"Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
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.
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
Equity Incentive Plan financial
"PSU granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What insider equity transactions did MCHP report for Joseph R. Krawczyk II?

Microchip Technology Inc. reported that Joseph R. Krawczyk II had 2,477 RSUs/PSUs vest and convert into common stock on August 15, 2026. The related common shares were issued, with some shares delivered or withheld to cover the exercise price or tax liabilities.

How many Microchip (MCHP) shares were withheld for exercise price or tax liabilities?

A total of 1,063 shares of Microchip common stock were delivered or withheld to pay the exercise price or tax liabilities. These code F transactions occurred at a reference price of $80.26 per share in connection with the vesting and conversion of equity awards.

What was the reference price for the August 15, 2026 equity transactions at MCHP?

The vesting and conversion transactions for Joseph R. Krawczyk II used a reference price of $80.26 per share. This price applied to both the common stock acquired upon RSU/PSU vesting and the shares delivered or withheld to satisfy exercise price or tax obligations.

How were Performance Stock Units at MCHP earned for Joseph R. Krawczyk II?

Each Performance Stock Unit represented a contingent right to common shares based on cumulative non-GAAP operating margin over 12 quarters ending June 30, 2025. The target number assumed a 40.0% margin, with actual shares higher or lower depending on performance.

When did the earned Performance Stock Units for MCHP’s Joseph R. Krawczyk II vest?

Earned Performance Stock Units vested on August 15, 2026, and vested shares were delivered upon vesting. These PSUs were granted under Microchip’s 2004 Equity Incentive Plan and depended on performance over the 12-quarter period ending June 30, 2025.

Were the MCHP insider transactions by Joseph R. Krawczyk II under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox was not affirmatively marked for these transactions. The disclosure does not state that the August 15, 2026 vesting and related share deliveries or withholdings occurred under a pre-arranged trading plan.

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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
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*
Krawczyk Joseph R II

(Last)(First)(Middle)
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 W CHANDLER BLVD

(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)
SR. CORP VP, WW CLIENT ENGMT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
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 Stock08/15/2026M340A$80.2615,484D
Common Stock08/15/2026F146D$80.2615,338D
Common Stock08/15/2026M664A$80.2616,002D
Common Stock08/15/2026F285D$80.2615,717D
Common Stock08/15/2026M757A$80.2616,474D
Common Stock08/15/2026F325D$80.2616,149D
Common Stock08/15/2026M231A$80.2616,380D
Common Stock08/15/2026F99D$80.2616,281D
Common Stock08/15/2026M485A$80.2616,766D
Common Stock08/15/2026F208D$80.2616,558D
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$80.2608/15/2026M340 (1) (1)Common Stock340$00D
Performance Stock Units$80.2608/15/2026M664 (2) (2)Common Stock664$00D
Restricted Stock Units$80.2608/15/2026M757 (3) (3)Common Stock757$00D
Restricted Stock Units$80.2608/15/2026M231 (3) (3)Common Stock231$00D
Restricted Stock Units$80.2608/15/2026M485 (3) (3)Common Stock485$00D
Explanation of Responses:
1. The restricted stock units vested in nine quarterly installments of 338 shares beginning November 15, 2023, and three quarterly installments of 340 shares beginning on February 15, 2026, as long as the individual remains a service provider through the vesting date. 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 15, 2026. Vested shares were delivered to the reporting person upon vest.
3. The restricted stock units vested in full on August 15, 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)