MICROCHIP TECHNOLOGY INC — Director's Dealing 2024

Nov 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SANGHI STEVE (Director, CHAIR OF THE BOARD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-15	Common Stock	M	12276	$62.86	Acquired	10123740	Indirect
2024-11-15	Common Stock	M	11868	$62.86	Acquired	10135608	Indirect
2024-11-15	Common Stock	M	1858	$62.86	Acquired	10137466	Indirect
2024-11-15	Common Stock	M	2880	$62.86	Acquired	10140346	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-15	Restricted Stock Units	$62.86	M	12276	Disposed		Common Stock (12276)	Direct
2024-11-15	Performance Stock Units	$62.86	M	11868	Disposed		Common Stock (11868)	Direct
2024-11-15	Restricted Stock Units	$62.86	M	1858	Disposed		Common Stock (1858)	Direct
2024-11-15	Performance Stock Units	$62.86	M	2880	Disposed		Common Stock (2880)	Direct

Footnotes

F1: Of the 10,123,740 shares held, 4,217,868 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

F2: Of the 10,135,608 shares held, 4,229,736 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

F3: Of the 10,137,466 shares held, 4,231,594 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

F4: Of the 10,140,346 shares held, 4,234,474 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

F5: The restricted stock units vested in full on November 15, 2024. 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 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.

F7: 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.