Microchip Technology Incorporated

02/19/2026 | Press release | Distributed by Public on 02/19/2026 15:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sanghi Steve
2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [MCHP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO and Chair of Bd
(Last) (First) (Middle)
C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026
(Street)
CHANDLER, AZ 85224-6199
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2026 M 6,731 A $78.94 9,834,181(1) I Shares held Indirectly, by Trust and by Family Limited Partnership.(1)
Common Stock 02/15/2026 F 1,802 D $78.94 9,832,379(2) I Shares held Indirectly, by Trust and by Family Limited Partnership.(2)
Common Stock 02/15/2026 M 4,480 A $78.94 9,836,859(3) I Shares held Indirectly, by Trust and by Family Limited Partnership.(3)
Common Stock 02/15/2026 F 1,853 D $78.94 9,835,006(4) I Shares held Indirectly, by Trust and by Family Limited Partnership.(4)
Common Stock 02/16/2026 M 1,711 A $78.94 9,836,717(5) I Shares held Indirectly, by Trust and by Family Limited Partnership.(5)
Common Stock 02/16/2026 F 708 D $78.94 9,836,009(6) I Shares held Indirectly, by Trust and by Family Limited Partnership.(6)
Common Stock 02/16/2026 M 278 A $78.94 9,836,287(7) I Shares held Indirectly, by Trust and by Family Limited Partnership.(7)
Common Stock 02/16/2026 F 115 D $78.94 9,836,172(8) I Shares held Indirectly, by Trust and by Family Limited Partnership.(8)
Common Stock 02/16/2026 M 100 A $78.94 9,836,272(9) I Shares held Indirectly, by Trust and by Family Limited Partnership.(9)
Common Stock 02/16/2026 F 42 D $78.94 9,836,230(10) I Shares held Indirectly, by Trust and by Family Limited Partnership.(10)
Common Stock 02/15/2026 M 128,861 A $78.94 9,965,091(11) I Shares held Indirectly, by Trust and by Family Limited Partnership.(11)
Common Stock 02/15/2026 F 53,285 D $78.94 9,911,806(12) I Shares held Indirectly, by Trust and by Family Limited Partnership.(12)
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sanghi Steve
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ 85224-6199
X President, CEO and Chair of Bd

Signatures

Deborah L. Wussler, as Attorney-in-Fact 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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