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MICROCHIP TECHNOLOGY INC Director's Dealing 2024

Nov 19, 2024

30107_dirs_2024-11-19_9e443ff8-5243-4f34-a536-f7fc6150c512.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: Bjornholt James Eric (SENIOR VP AND CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-11-15 Common Stock M 2136 $62.86 Acquired 35408 Indirect
2024-11-15 Common Stock F 916 $62.86 Disposed 34492 Indirect
2024-11-15 Common Stock M 2065 $62.86 Acquired 36557 Indirect
2024-11-15 Common Stock F 885 $62.86 Disposed 35672 Indirect
2024-11-15 Common Stock M 776 $62.86 Acquired 36448 Indirect
2024-11-15 Common Stock F 333 $62.86 Disposed 36115 Indirect
2024-11-15 Common Stock M 1354 $62.86 Acquired 37469 Indirect
2024-11-15 Common Stock F 581 $62.86 Disposed 36888 Indirect
2024-11-15 Common Stock M 736 $62.86 Acquired 37624 Indirect
2024-11-15 Common Stock F 316 $62.86 Disposed 37308 Indirect
2024-11-15 Common Stock M 1142 $62.86 Acquired 38450 Indirect
2024-11-15 Common Stock F 490 $62.86 Disposed 37960 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-11-15 Restricted Stock Units $62.86 M 2136 Disposed Common Stock (2136) Direct
2024-11-15 Performance Stock Units $62.86 M 2065 Disposed Common Stock (2065) Direct
2024-11-15 Restricted Stock Units $62.86 M 776 Disposed Common Stock (776) Direct
2024-11-15 Performance Stock Units $62.86 M 1354 Disposed Common Stock (1354) 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 three quarterly installments of 1,556 shares beginning November 15, 2023, one quarterly installment of 1,554 shares on August 15, 2024, and eight quarterly installments of 776 shares beginning on November 15, 2024. 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 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.