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MICROCHIP TECHNOLOGY INC Director's Dealing 2024

Nov 19, 2024

30107_dirs_2024-11-19_5a475752-fb5d-44a2-a143-7be464061e14.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2024-11-15

Reporting Person: SIMONCIC RICHARD J (CHIEF OPERATING OFFICER)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-11-15 Common Stock M 1770 $62.86 Acquired 139302 Indirect
2024-11-15 Common Stock F 751 $62.86 Disposed 138551 Indirect
2024-11-15 Common Stock M 1713 $62.86 Acquired 140264 Indirect
2024-11-15 Common Stock F 727 $62.86 Disposed 139537 Indirect
2024-11-15 Common Stock M 702 $62.86 Acquired 140239 Indirect
2024-11-15 Common Stock F 244 $62.86 Disposed 139995 Indirect
2024-11-15 Common Stock M 1221 $62.86 Acquired 141216 Indirect
2024-11-15 Common Stock F 518 $62.86 Disposed 140698 Indirect
2024-11-15 Common Stock M 736 $62.86 Acquired 141434 Indirect
2024-11-15 Common Stock F 312 $62.86 Disposed 141122 Indirect
2024-11-15 Common Stock M 1142 $62.86 Acquired 142264 Indirect
2024-11-15 Common Stock F 484 $62.86 Disposed 141780 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-11-15 Restricted Stock Units $62.86 M 1770 Disposed Common Stock (1770) Direct
2024-11-15 Performance Stock Units $62.86 M 1713 Disposed Common Stock (1713) Direct
2024-11-15 Restricted Stock Units $62.86 M 702 Disposed Common Stock (702) Direct
2024-11-15 Performance Stock Units $62.86 M 1221 Disposed Common Stock (1221) Direct
2024-11-15 Restricted Stock Units $62.86 M 736 Disposed Common Stock (736) Direct
2024-11-15 Performance Stock Units $62.86 M 1142 Disposed Common Stock (1142) Direct

Footnotes

F1: The restricted stock units vested in full on November 15, 2024. 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 the relative total shareholder return (TSR) of Microchip common stock compared to a peer group of twenty companies over a two-year period ending on September 30, 2022. 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 vested on November 15, 2024. Vested shares were delivered to the reporting person upon vest.

F3: 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.

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 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.

F5: 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 8 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 8 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 November 15, 2024. Vested shares were delivered to the reporting person upon vest.