MICROCHIP TECHNOLOGY INC — Director's Dealing 2025

Feb 20, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2025-02-15

Reporting Person: SIMONCIC RICHARD J (CHIEF OPERATING OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-15	Common Stock	M	1382	$57.86	Acquired	143162	Indirect
2025-02-15	Common Stock	F	429	$57.86	Disposed	142733	Indirect
2025-02-15	Common Stock	M	1280	$57.86	Acquired	144013	Indirect
2025-02-15	Common Stock	F	418	$57.86	Disposed	143595	Indirect
2025-02-15	Common Stock	M	704	$57.86	Acquired	144299	Indirect
2025-02-15	Common Stock	F	193	$57.86	Disposed	144106	Indirect
2025-02-15	Common Stock	M	1222	$57.86	Acquired	145328	Indirect
2025-02-15	Common Stock	F	335	$57.86	Disposed	144993	Indirect
2025-02-17	Common Stock	M	678	$57.86	Acquired	145671	Indirect
2025-02-17	Common Stock	F	186	$57.86	Disposed	145485	Indirect
2025-02-17	Common Stock	M	715	$57.86	Acquired	146200	Indirect
2025-02-17	Common Stock	F	196	$57.86	Disposed	146004	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-15	Restricted Stock Units	$57.86	M	1382	Disposed		Common Stock (1382)	Direct
2025-02-15	Performance Stock Units	$57.86	M	1280	Disposed		Common Stock (1382)	Direct
2025-02-15	Restricted Stock Units	$57.86	M	704	Disposed		Common Stock (704)	Direct
2025-02-15	Performance Stock Units	$57.86	M	1222	Disposed		Common Stock (702)	Direct
2025-02-17	Restricted Stock Units	$57.86	M	678	Disposed		Common Stock (678)	Direct
2025-02-17	Performance Stock Units	$57.86	M	715	Disposed		Common Stock (679)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	141780	Indirect

Footnotes

F1: The restricted stock units vested in full on February 15, 2025. 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 December 31, 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 February 15, 2025. 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. 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 ratably over eight quarters beginning on February 15, 2025 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: The restricted stock units vested in full on February 17, 2025. 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 8 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 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 February 17, 2025. Vested shares were delivered to the reporting person upon vest.