Were any of Steve Sanghi’s MCHP share movements tax-related rather than market sales?

Yes. Several common stock dispositions with transaction code "F" were classified as payments of exercise price or tax liability by delivering securities. These include disposals of 53,285, 1,853, 1,802, 708, 115 and 42 shares to satisfy withholding obligations, not discretionary market sales.

Large PSU and RSU vesting for Microchip (MCHP) CEO and indirect entities

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Microchip Technology Inc. director, president, CEO and chair Steve Sanghi reported equity award vesting and related share movements. On February 15, 2026, Performance Stock Units representing 6,731 shares and Restricted Stock Units representing 4,480 and 128,861 shares were exercised or converted, delivering common stock under prior grants.

According to the footnotes, the resulting common shares are held indirectly by entities such as The Sanghi Trust and The Sanghi Family Limited Partnership, which held 9,911,806 shares as of February 15, 2026; this is a baseline figure, not an open-market trade. On February 15–16, 2026, additional RSUs and PSUs vested in full, and 53,285, 1,853, 1,802, 708, 115 and 42 shares of common stock were disposed of to cover tax withholding, rather than sold in discretionary market transactions.

Insider Trade Summary

142,161 shares exercised/converted

Mixed 18 txns

Insider Sanghi Steve

Role President, CEO and Chair of Bd

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,711	$0.00	--
Exercise	Performance Stock Units	278	$0.00	--
Exercise	Restricted Stock Units	100	$0.00	--
Exercise	Common Stock	1,711	$78.94	$135K
Tax Withholding	Common Stock	708	$78.94	$56K
Exercise	Common Stock	278	$78.94	$22K
Tax Withholding	Common Stock	115	$78.94	$9K
Exercise	Common Stock	100	$78.94	$8K
Tax Withholding	Common Stock	42	$78.94	$3K
Exercise	Performance Stock Units	6,731	$0.00	--
Exercise	Restricted Stock Units	4,480	$0.00	--
Exercise	Restricted Stock Units	128,861	$0.00	--
Exercise	Common Stock	6,731	$78.94	$531K
Tax Withholding	Common Stock	1,802	$78.94	$142K
Exercise	Common Stock	4,480	$78.94	$354K
Tax Withholding	Common Stock	1,853	$78.94	$146K
Exercise	Common Stock	128,861	$78.94	$10.17M
Tax Withholding	Common Stock	53,285	$78.94	$4.21M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 9,836,717 shares (Indirect, Shares held Indirectly, by Trust and by Family Limited Partnership.)

Footnotes (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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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 - 04:54 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^*

Sanghi Steve

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Chair of Bd

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		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⁾

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)
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

Explanation of Responses:

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.

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 insider transactions did MCHP CEO Steve Sanghi report on this Form 4?

Steve Sanghi reported vesting and conversion of Performance Stock Units and Restricted Stock Units into Microchip common stock on February 15–16, 2026. These were equity award settlements, not open-market purchases or sales, and included related tax-withholding share dispositions.

How many Microchip shares are held by entities associated with Steve Sanghi?

Entities associated with Steve Sanghi, including The Sanghi Trust and The Sanghi Family Limited Partnership, held 9,911,806 Microchip common shares as of February 15, 2026. This reflects indirect ownership following large PSU and RSU conversions into common stock reported in the filing.

How do the Performance Stock Units for MCHP’s CEO determine earned shares?

Each Performance Stock Unit represents a contingent right to Microchip common stock based on cumulative non-GAAP operating margin over 12 quarters. Target shares assume a 40.0% cumulative margin; actual shares can be higher or lower depending on Microchip’s performance over each specified measurement period.

When did the reported PSU and RSU awards for MCHP’s CEO vest?

Earned Performance Stock Units tied to a 12-quarter period ending December 31, 2024 vested on February 15, 2026, while those tied to a period ending December 31, 2025 vested on February 16, 2026. Related Restricted Stock Units also vested in full on those respective dates.

How are Steve Sanghi’s indirect MCHP holdings structured between trust and partnership entities?

Footnotes state that the indirect holdings are split between The Sanghi Trust and The Sanghi Family Limited Partnership. For example, of 9,911,806 shares held as of February 15, 2026, 4,005,934 shares were held by The Sanghi Trust and 5,905,872 shares by The Sanghi Family Limited Partnership.