02/19/2026 | Press release | Distributed by Public on 02/19/2026 15:55
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | $78.94 | 02/15/2026 | M | 6,731 | (13) | (13) | Common Stock | 6,731 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $78.94 | 02/15/2026 | M | 4,480 | (14) | (14) | Common Stock | 4,480 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $78.94 | 02/16/2026 | M | 1,711 | (15) | (15) | Common Stock | 1,711 | $ 0 | 0 | D | ||||
| Performance Stock Units | $78.94 | 02/16/2026 | M | 278 | (16) | (16) | Common Stock | 278 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $78.94 | 02/16/2026 | M | 100 | (15) | (15) | Common Stock | 100 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $78.94 | 02/15/2026 | M | 128,861 | (14) | (14) | Common Stock | 128,861 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sanghi Steve C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199 |
X | President, CEO and Chair of Bd | ||
| Deborah L. Wussler, as Attorney-in-Fact | 02/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Of the 9,834,181 shares held, 3,928,309 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (2) | Of the 9,832,379 shares held, 3,926,507 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (3) | Of the 9,836,859 shares held, 3,930,987 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (4) | Of the 9,835,006 shares held, 3,929,134 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (5) | Of the 9,836,717 shares held, 3,930,845 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (6) | Of the 9,836,009 shares held, 3,930,137 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (7) | Of the 9,836,287 shares held, 3,930,415 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (8) | Of the 9,836,172 shares held, 3,930,300 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (9) | Of the 9,836,272 shares held, 3,930,400 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (10) | Of the 9,836,230 shares held, 3,930,358 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (11) | Of the 9,965,091 shares held, 4,059,219 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (12) | Of the 9,911,806 shares held, 4,005,934 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
| (13) | 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 on February 15, 2026. Vested shares were delivered to the reporting person upon vest. |
| (14) | The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest. |
| (15) | The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest. |
| (16) | 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, 2025. 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 on February 16, 2026. Vested shares were delivered to the reporting person upon vest. |