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: Bjornholt James Eric (SENIOR VP AND CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-15	Common Stock	M	1666	$57.86	Acquired	34938	Indirect
2025-02-15	Common Stock	F	754	$57.86	Disposed	34184	Indirect
2025-02-15	Common Stock	M	1545	$57.86	Acquired	35729	Indirect
2025-02-15	Common Stock	F	744	$57.86	Disposed	34985	Indirect
2025-02-15	Common Stock	M	776	$57.86	Acquired	35761	Indirect
2025-02-15	Common Stock	F	333	$57.86	Disposed	35428	Indirect
2025-02-15	Common Stock	M	1354	$57.86	Acquired	36782	Indirect
2025-02-15	Common Stock	F	581	$57.86	Disposed	36201	Indirect
2025-02-17	Common Stock	M	678	$57.86	Acquired	36879	Indirect
2025-02-17	Common Stock	F	291	$57.86	Disposed	36588	Indirect
2025-02-17	Common Stock	M	715	$57.86	Acquired	37303	Indirect
2025-02-17	Common Stock	F	307	$57.86	Disposed	36996	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-15	Restricted Stock Units	$57.86	M	1666	Disposed		Common Stock (1666)	Direct
2025-02-15	Performance Stock Units	$57.86	M	1545	Disposed		Common Stock (1545)	Direct
2025-02-15	Restricted Stock Units	$57.86	M	776	Disposed		Common Stock (776)	Direct
2025-02-15	Performance Stock Units	$57.86	M	1354	Disposed		Common Stock (1354)	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	33272	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 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: 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.