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MICROCHIP TECHNOLOGY INC Director's Dealing 2024

Nov 19, 2024

30107_dirs_2024-11-19_709101ae-31db-4466-97e6-888345c51b8f.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: MOORTHY GANESH (Director, PRESIDENT AND CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-11-15 Common Stock M 5864 $62.86 Acquired 814137 Indirect
2024-11-15 Common Stock F 2513 $62.86 Disposed 811624 Indirect
2024-11-15 Common Stock M 5671 $62.86 Acquired 817295 Indirect
2024-11-15 Common Stock F 2431 $62.86 Disposed 814864 Indirect
2024-11-15 Common Stock M 3202 $62.86 Acquired 818066 Indirect
2024-11-15 Common Stock F 1373 $62.86 Disposed 816693 Indirect
2024-11-15 Common Stock M 5573 $62.86 Acquired 822266 Indirect
2024-11-15 Common Stock F 2389 $62.86 Disposed 819877 Indirect
2024-11-15 Common Stock M 2540 $62.86 Acquired 822417 Indirect
2024-11-15 Common Stock F 1089 $62.86 Disposed 821328 Indirect
2024-11-15 Common Stock M 3938 $62.86 Acquired 825266 Indirect
2024-11-15 Common Stock F 1688 $62.86 Disposed 823578 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-11-15 Restricted Stock Units $62.86 M 5864 Disposed Common Stock (5864) Direct
2024-11-15 Performance Stock Units $62.86 M 5671 Disposed Common Stock (5671) Direct
2024-11-15 Restricted Stock Units $62.86 M 3202 Disposed Common Stock (3202) Direct
2024-11-15 Performance Stock Units $62.86 M 5573 Disposed Common Stock (5573) Direct
2024-11-15 Restricted Stock Units $62.86 M 2540 Disposed Common Stock (2540) Direct
2024-11-15 Performance Stock Units $62.86 M 3938 Disposed Common Stock (3938) 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 two quarterly installments of 6,402 shares beginning November 15, 2023, two quarterly installment of 6,404 shares on May 15, 2024, and eight quarterly installments of 3,202 shares beginning on November 15, 2024, 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 will vest ratably over eight quarters beginning on November 15, 2024. 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.