Microchip (NASDAQ: MCHP) CFO logs RSU and PSU vesting, tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Microchip Technology Senior VP and CFO James Eric Bjornholt reported multiple equity award vesting transactions in mid-February 2026. Restricted stock units and performance stock units converted into common stock on February 15, 2026 and February 16, 2026, with resulting common shares priced at $78.94 per share in the Form 4 tables.

The vested shares were delivered to him upon vesting, and many are held indirectly through a trust. Several F-code transactions show small share dispositions used to satisfy tax withholding obligations rather than open‑market selling. Following these transactions, the trust held 33,672 shares of Microchip common stock.

Insider Trade Summary

6,387 shares exercised/converted

Mixed 21 txns

Insider Bjornholt James Eric

Role SENIOR VP AND CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	678	$0.00	--
Exercise	Performance Stock Units	110	$0.00	--
Exercise	Restricted Stock Units	93	$0.00	--
Exercise	Common Stock	678	$78.94	$54K
Tax Withholding	Common Stock	291	$78.94	$23K
Exercise	Common Stock	110	$78.94	$9K
Tax Withholding	Common Stock	48	$78.94	$4K
Exercise	Common Stock	93	$78.94	$7K
Tax Withholding	Common Stock	40	$78.94	$3K
Exercise	Restricted Stock Units	776	$0.00	--
Exercise	Performance Stock Units	1,354	$0.00	--
Exercise	Restricted Stock Units	1,349	$0.00	--
Exercise	Performance Stock Units	2,027	$0.00	--
Exercise	Common Stock	776	$78.94	$61K
Tax Withholding	Common Stock	333	$78.94	$26K
Exercise	Common Stock	1,354	$78.94	$107K
Tax Withholding	Common Stock	581	$78.94	$46K
Exercise	Common Stock	1,349	$78.94	$106K
Tax Withholding	Common Stock	579	$78.94	$46K
Exercise	Common Stock	2,027	$78.94	$160K
Tax Withholding	Common Stock	932	$78.94	$74K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 33,848 shares (Indirect, Shares held Indirectly, by Trust.)

Footnotes (1)

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. 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. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest. 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. The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest. 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.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 04:49 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bjornholt James Eric

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 WEST CHANDLER BOULEVARD

(Street)

CHANDLER

85224-6199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [ MCHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SENIOR VP AND CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		M		776	A	$78.94	30,865	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		333	D	$78.94	30,532	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,354	A	$78.94	31,886	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		581	D	$78.94	31,305	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		1,349	A	$78.94	32,654	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		579	D	$78.94	32,075	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		M		2,027	A	$78.94	34,102	I	Shares held Indirectly, by Trust.
Common Stock	02/15/2026		F		932	D	$78.94	33,170	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		678	A	$78.94	33,848	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		291	D	$78.94	33,557	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		110	A	$78.94	33,667	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		48	D	$78.94	33,619	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		M		93	A	$78.94	33,712	I	Shares held Indirectly, by Trust.
Common Stock	02/16/2026		F		40	D	$78.94	33,672	I	Shares held Indirectly, by Trust.

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$78.94	02/15/2026		M			776	⁽¹⁾	⁽¹⁾	Common Stock	776	$0	1,552	D
Performance Stock Units	$78.94	02/15/2026		M			1,354	⁽²⁾	⁽²⁾	Common Stock	1,354	$0	1,556	D
Restricted Stock Units	$78.94	02/15/2026		M			1,349	⁽³⁾	⁽³⁾	Common Stock	1,349	$0	0	D
Performance Stock Units	$78.94	02/15/2026		M			2,027	⁽⁴⁾	⁽⁴⁾	Common Stock	2,027	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			678	⁽⁵⁾	⁽⁵⁾	Common Stock	678	$0	0	D
Performance Stock Units	$78.94	02/16/2026		M			110	⁽⁶⁾	⁽⁶⁾	Common Stock	110	$0	0	D
Restricted Stock Units	$78.94	02/16/2026		M			93	⁽⁵⁾	⁽⁵⁾	Common Stock	93	$0	0	D

Explanation of Responses:

1. 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.

2. 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.

3. The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.

4. 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.

5. The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest.

6. 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.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Microchip (MCHP) CFO James Bjornholt report in this Form 4?

He reported vesting and conversion of restricted stock units and performance stock units into Microchip common stock. The transactions occurred on February 15 and 16, 2026, with resulting shares generally held indirectly through a trust associated with him.

How many Microchip (MCHP) shares did the trust hold after these Form 4 transactions?

After the reported transactions, the trust associated with James Bjornholt held 33,672 shares of Microchip common stock. This figure reflects equity award vesting, derivative conversions, and shares withheld to cover taxes as disclosed in the non-derivative transaction table.

Were any of the Microchip (MCHP) Form 4 transactions open-market sales?

No, the dispose transactions used code F, indicating shares withheld to pay tax liabilities. These dispositions represent tax-withholding settlements tied to vesting or exercises, rather than discretionary open-market sales of Microchip common stock by the reporting person.

At what price were the Microchip (MCHP) common stock entries recorded in the Form 4?

Common stock transactions in the non-derivative table used a reference price of $78.94 per share. This price applied to both the derivative conversion entries and the related F-code tax-withholding dispositions reported for the February 15 and 16, 2026 transactions.

What performance conditions applied to the Microchip (MCHP) performance stock units in this Form 4?

Each performance stock unit depends on Microchip’s cumulative non-GAAP operating margin over 12-quarter periods ending September 30, 2024, December 31, 2024, or December 31, 2025. Target PSU shares assume a 40.0% cumulative margin, with actual shares higher or lower based on results.

When did the equity awards reported by Microchip (MCHP) CFO in this Form 4 vest?

Certain restricted stock units and performance stock units vested in full on February 15, 2026 and February 16, 2026. Vested shares were delivered upon vest, with earlier PSU grants also vesting ratably over designated quarterly schedules, as described in the accompanying footnotes.