Microchip (NASDAQ: MCHP) COO reports RSU, PSU vesting and tax share withholding

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Rhea-AI Filing Summary

Microchip Technology's chief operating officer Richard J. Simoncic reported equity award activity rather than open‑market trading. On February 15 and 16, 2026, restricted stock units and performance stock units vested and were converted into shares of common stock, with vested shares delivered to him or an associated trust.

The filing shows multiple exercise or conversion (code M) transactions at a reference price of $78.94 per share, alongside tax-withholding dispositions (code F) where some shares held indirectly by a trust were used to satisfy tax liabilities. The performance stock units were earned based on cumulative non‑GAAP operating margin targets over 12‑quarter measurement periods.

Insider Trade Summary

Net Buyer: 4,202 shares

Net Buy 21 txns

Insider Simoncic Richard J

Role CHIEF OPERATING OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	678	$0.00	$0.00
Exercise	Performance Stock Units	110	$0.00	$0.00
Exercise	Restricted Stock Units	99	$0.00	$0.00
Exercise	Common Stock	678	$78.94	$54K
Exercise Price or Tax Liability	Common Stock	186	$78.94	$15K
Exercise	Common Stock	110	$78.94	$9K
Exercise Price or Tax Liability	Common Stock	31	$78.94	$2K
Exercise	Common Stock	99	$78.94	$8K
Exercise Price or Tax Liability	Common Stock	28	$78.94	$2K
Exercise	Restricted Stock Units	702	$0.00	$0.00
Exercise	Performance Stock Units	1,222	$0.00	$0.00
Exercise	Restricted Stock Units	1,219	$0.00	$0.00
Exercise	Performance Stock Units	1,831	$0.00	$0.00
Exercise	Common Stock	702	$78.94	$55K
Exercise Price or Tax Liability	Common Stock	192	$78.94	$15K
Exercise	Common Stock	1,222	$78.94	$96K
Exercise Price or Tax Liability	Common Stock	335	$78.94	$26K
Exercise	Common Stock	1,219	$78.94	$96K
Exercise Price or Tax Liability	Common Stock	334	$78.94	$26K
Exercise	Common Stock	1,831	$78.94	$145K
Exercise Price or Tax Liability	Common Stock	553	$78.94	$44K

Holdings After Transaction: Restricted Stock Units — 1,404 shares (Direct); Performance Stock Units — 1,404 shares (Direct); Common Stock — 159,431 shares (Indirect, Shares held Indirectly, by Trust.)

Footnotes (6)

F1. The restricted stock units vest in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025 as long as the individual remains a service provider through the vesting date. Vested shares were delivered to the reporting person upon vest.
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 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 vested 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.
F3. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.
F4. 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 December 31, 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 vested on February 15, 2026. Vested shares were delivered to the reporting person upon vest.
F5. The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest.
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 Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending December 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 February 16, 2026. Vested shares were delivered to the reporting person upon vest.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/19/2026 - 04:56 PM

FAQ

What insider activity did MCHP’s COO report in this Form 4?

Microchip’s COO reported vesting and conversion of restricted and performance stock units into common shares, plus related tax-withholding share dispositions. These are equity compensation events, not open-market purchases or sales, and reflect delivery of vested stock tied to prior performance and service conditions.

Were Microchip (MCHP) shares bought or sold on the market in this filing?

The transactions do not show open-market buys or sells. They reflect exercises and conversions of stock units into common shares, with some shares withheld to cover taxes. Code M entries are award conversions, while code F entries represent tax-withholding dispositions by the associated trust.

What role do performance stock units play in this MCHP Form 4?

Performance stock units convert into Microchip common shares based on cumulative non-GAAP operating margin over 12 quarters. Targets are set at a 40.0% margin, and actual shares earned can be higher or lower depending on results, then vest and are delivered on specified dates.

How are tax obligations handled in the reported MCHP insider transactions?

Tax obligations are handled through share withholding transactions labeled with code F. In these, a portion of the newly delivered common shares held indirectly by a trust is disposed of to pay exercise price or tax liabilities, instead of the insider paying cash to the company or tax authorities.

What is the significance of the $78.94 price in the MCHP Form 4?

The filing lists a reference price of $78.94 per share for common stock entries tied to equity award conversions and tax-withholding. This figure is used for reporting the value of shares delivered or withheld but does not indicate an actual open-market trade execution price for purchases or sales.

How are the reported MCHP shares held after these transactions?

After these transactions, the common shares are shown as held indirectly by a trust associated with the reporting person. The trust is listed as the owner for the non-derivative common stock holdings, reflecting indirect beneficial ownership rather than shares held directly in the executive’s name.

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^*

Simoncic Richard J

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 WEST CHANDLER BOULEVARD

(Street)

CHANDLER

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)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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)
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	02/15/2026		M		702	A	$78.94	155,931	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		192	D	$78.94	155,739	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,222	A	$78.94	156,961	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		335	D	$78.94	156,626	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,219	A	$78.94	157,845	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		334	D	$78.94	157,511	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,831	A	$78.94	159,342	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		553	D	$78.94	158,789	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		678	A	$78.94	159,467	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		186	D	$78.94	159,281	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		110	A	$78.94	159,391	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		31	D	$78.94	159,360	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		99	A	$78.94	159,459	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		28	D	$78.94	159,431	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)
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	$78.94	02/15/2026		M			702	⁽¹⁾	⁽¹⁾	Common Stock	702	$0	1,404	D
Performance Stock Units	$78.94	02/15/2026		M			1,222	⁽²⁾	⁽²⁾	Common Stock	1,222	$0	1,404	D
Restricted Stock Units	$78.94	02/15/2026		M			1,219	⁽³⁾	⁽³⁾	Common Stock	1,219	$0	0	D
Performance Stock Units	$78.94	02/15/2026		M			1,831	⁽⁴⁾	⁽⁴⁾	Common Stock	1,831	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			678	⁽⁵⁾	⁽⁵⁾	Common Stock	678	$0	0	D
Performance Stock Units	$78.94	02/16/2026		M			110	⁽⁶⁾	⁽⁶⁾	Common Stock	110	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			99	⁽⁵⁾	⁽⁵⁾	Common Stock	99	$0	0	D

Explanation of Responses:

1. The restricted stock units vest in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025 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 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 vested 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.

3. The restricted stock units vested in full on February 15, 2026. 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 December 31, 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 vested on February 15, 2026. Vested shares were delivered to the reporting person upon vest.

5. The restricted stock units vested in full on February 16, 2026. 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 Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending December 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 February 16, 2026. Vested shares were delivered to the reporting person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR