Microchip (MCHP) CEO exercises 41,903 shares; 17,330 withheld for tax

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Microchip Technology CEO Steve Sanghi reported routine equity compensation activity involving restricted and performance stock units that vested on May 15, 2026. Entities associated with him exercised derivative awards for a total of 41,903 shares of Microchip common stock at a conversion price of $93.85 per share. To cover tax obligations, 17,330 shares were delivered back as tax-withholding dispositions rather than open-market sales.

Following these transactions, entities including The Sanghi Trust and The Sanghi Family Limited Partnership collectively held around 9.39 million shares of common stock indirectly. Footnotes explain that the performance stock units were tied to Microchip’s cumulative non-GAAP operating margin over 12 quarters ending March 31, 2025, with a target margin of 40.0%. Earned PSUs and certain RSUs vested on May 15, 2026, and additional RSUs are scheduled to vest in equal quarterly installments through February 15, 2027, subject to continued service.

Insider Trade Summary

41,903 shares exercised/converted

Mixed 15 txns

Insider Sanghi Steve

Role President, CEO and Chair of Bd

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,329	$0.00	--
Exercise	Performance Stock Units	6,356	$0.00	--
Exercise	Restricted Stock Units	196	$0.00	--
Exercise	Restricted Stock Units	28,853	$0.00	--
Exercise	Restricted Stock Units	1,169	$0.00	--
Exercise	Common Stock	5,329	$93.85	$500K
Tax Withholding	Common Stock	2,204	$93.85	$207K
Exercise	Common Stock	6,356	$93.85	$597K
Tax Withholding	Common Stock	2,629	$93.85	$247K
Exercise	Common Stock	196	$93.85	$18K
Tax Withholding	Common Stock	82	$93.85	$8K
Exercise	Common Stock	28,853	$93.85	$2.71M
Tax Withholding	Common Stock	11,931	$93.85	$1.12M
Exercise	Common Stock	1,169	$93.85	$110K
Tax Withholding	Common Stock	484	$93.85	$45K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null); Common Stock — 9,391,163 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)

Footnotes (1)

Of the 9,391,163 shares held, 3,485,291 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,388,959 shares held, 3,483,087 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,395,315 shares held, 3,489,443 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,392,686 shares held, 3,486,814 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,392,882 shares held, 3,487,010 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,392,800 shares held, 3,486,928 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,421,653 shares held, 3,515,781 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,409,722 shares held, 3,503,850 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,410,891 shares held, 3,505.019 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. Of the 9,410,407 shares held, 3,504,535 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. The restricted stock units 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 vested on May 15, 2026 Vested shares were delivered to the reporting person upon vest. The restricted stock units will vest in two equal quarterly installments of 28,853 shares on May 15, 2026 and August 15, 2026, and two equal quarterly installments of 28,854 shares on November 15, 2026 and February 15, 2027, as long as the individual remains a service provider through the vesting date(s). Vested shares were delivered to the Reporting Person upon vest.

Key Figures

Shares exercised: 41,903 shares Tax-withholding shares: 17,330 shares Exercise/conversion price: $93.85 per share +3 more

6 metrics

Shares exercised 41,903 shares Total derivative exercises (RSUs/PSUs) on May 15, 2026

Tax-withholding shares 17,330 shares Shares delivered to cover tax liabilities on May 15, 2026

Exercise/conversion price $93.85 per share Conversion price for equity awards into common stock

Indirect common holdings ≈9,391,163 shares Common stock held by The Sanghi Trust and Family LP

PSU target margin 40.0% non-GAAP margin Target cumulative operating margin over 12 quarters to 3/31/2025

Future RSU vesting tranches 28,853 & 28,854 shares Quarterly RSU vesting amounts from May 2026 to Feb 2027

Key Terms

Restricted Stock Units, Performance Stock Unit, non-GAAP operating margin, Family Limited Partnership, +2 more

6 terms

Restricted Stock Units financial

"The restricted stock units vested in full on May 15, 2026."

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 2004 Equity Incentive Plan..."

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.

Family Limited Partnership financial

"shares were held by The Sanghi Family Limited Partnership."

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.

Equity Incentive Plan financial

"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.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:03 PM

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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Chair of Bd

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		5,329	A	$93.85	9,391,163⁽¹⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽¹⁾
Common Stock	05/15/2026		F		2,204	D	$93.85	9,388,959⁽²⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽²⁾
Common Stock	05/15/2026		M		6,356	A	$93.85	9,395,315⁽³⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽³⁾
Common Stock	05/15/2026		F		2,629	D	$93.85	9,392,686⁽⁴⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁴⁾
Common Stock	05/15/2026		M		196	A	$93.85	9,392,882⁽⁵⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁵⁾
Common Stock	05/15/2026		F		82	D	$93.85	9,392,800⁽⁶⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁶⁾
Common Stock	05/15/2026		M		28,853	A	$93.85	9,421,653⁽⁷⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁷⁾
Common Stock	05/15/2026		F		11,931	D	$93.85	9,409,722⁽⁸⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁸⁾
Common Stock	05/15/2026		M		1,169	A	$93.85	9,410,891⁽⁹⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽⁹⁾
Common Stock	05/15/2026		F		484	D	$93.85	9,410,407⁽¹⁰⁾	I	Shares held Indirectly, by Trust and by Family Limited Partnership.⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$93.85	05/15/2026		M			5,329	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,329	$0	0	D
Performance Stock Units	$93.85	05/15/2026		M			6,356	⁽¹²⁾	⁽¹²⁾	Common Stock	6,356	$0	0	D
Restricted Stock Units	$93.85	05/15/2026		M			196	⁽¹¹⁾	⁽¹¹⁾	Common Stock	196	$0	0	D
Restricted Stock Units	$93.85	05/15/2026		M			28,853	⁽¹³⁾	⁽¹³⁾	Common Stock	28,853	$0	86,561	D
Restricted Stock Units	$93.85	05/15/2026		M			1,169	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,169	$0	0	D

Explanation of Responses:

1. Of the 9,391,163 shares held, 3,485,291 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

2. Of the 9,388,959 shares held, 3,483,087 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

3. Of the 9,395,315 shares held, 3,489,443 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

4. Of the 9,392,686 shares held, 3,486,814 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

5. Of the 9,392,882 shares held, 3,487,010 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

6. Of the 9,392,800 shares held, 3,486,928 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

7. Of the 9,421,653 shares held, 3,515,781 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

8. Of the 9,409,722 shares held, 3,503,850 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

9. Of the 9,410,891 shares held, 3,505.019 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

10. Of the 9,410,407 shares held, 3,504,535 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

11. The restricted stock units vested in full on May 15, 2026. Vested shares were delivered to the reporting person upon vest.

12. 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 vested on May 15, 2026 Vested shares were delivered to the reporting person upon vest.

13. The restricted stock units will vest in two equal quarterly installments of 28,853 shares on May 15, 2026 and August 15, 2026, and two equal quarterly installments of 28,854 shares on November 15, 2026 and February 15, 2027, as long as the individual remains a service provider through the vesting date(s). Vested shares were delivered to the Reporting Person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Microchip (MCHP) CEO Steve Sanghi report?

Steve Sanghi reported exercises of equity awards into 41,903 shares of common stock at $93.85 per share. Related entities also delivered 17,330 shares as tax-withholding dispositions, meaning shares were used to pay taxes rather than sold on the open market.

Were Steve Sanghi’s Microchip (MCHP) transactions open-market buys or sells?

The transactions were exercises of derivative awards and tax-withholding dispositions, not open-market buys or sells. Shares were acquired by converting restricted and performance stock units, and a portion was delivered back to satisfy tax liabilities tied to vesting.

How many Microchip (MCHP) shares are held by entities associated with Steve Sanghi?

Footnotes show entities associated with Steve Sanghi held about 9.39 million Microchip common shares. These are split between The Sanghi Trust and The Sanghi Family Limited Partnership, reflecting substantial ongoing indirect ownership after the reported compensation-related transactions.

What performance conditions applied to Steve Sanghi’s Microchip (MCHP) PSUs?

Each Performance Stock Unit was tied to Microchip’s cumulative non-GAAP operating margin over 12 quarters ending March 31, 2025. The target required a 40.0% cumulative margin, with actual shares earned adjusted higher or lower based on the final margin achieved.

When do Steve Sanghi’s remaining Microchip (MCHP) RSUs vest?

Certain restricted stock units vest in four quarterly installments: two tranches of 28,853 shares on May 15, 2026 and August 15, 2026, and two tranches of 28,854 shares on November 15, 2026 and February 15, 2027, contingent on continued service.

What does tax-withholding disposition mean in the Microchip (MCHP) Form 4?

Tax-withholding disposition means shares are surrendered to cover taxes owed when awards vest or are exercised. In this filing, 17,330 shares were used this way, so they were not sold in the market but applied to satisfy tax liabilities arising from equity compensation.