Microchip (NASDAQ: MCHP) COO reports RSU, PSU vesting and tax share withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Microchip Technology's chief operating officer Richard J. Simoncic reported equity award activity rather than open‑market trading. On February 15 and 16, 2026, restricted stock units and performance stock units vested and were converted into shares of common stock, with vested shares delivered to him or an associated trust.
The filing shows multiple exercise or conversion (code M) transactions at a reference price of $78.94 per share, alongside tax-withholding dispositions (code F) where some shares held indirectly by a trust were used to satisfy tax liabilities. The performance stock units were earned based on cumulative non‑GAAP operating margin targets over 12‑quarter measurement periods.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,861 shares exercised/converted
Mixed
21 txns
Insider
Simoncic Richard J
Role
CHIEF OPERATING OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 678 | $0.00 | -- |
| Exercise | Performance Stock Units | 110 | $0.00 | -- |
| Exercise | Restricted Stock Units | 99 | $0.00 | -- |
| Exercise | Common Stock | 678 | $78.94 | $54K |
| Tax Withholding | Common Stock | 186 | $78.94 | $15K |
| Exercise | Common Stock | 110 | $78.94 | $9K |
| Tax Withholding | Common Stock | 31 | $78.94 | $2K |
| Exercise | Common Stock | 99 | $78.94 | $8K |
| Tax Withholding | Common Stock | 28 | $78.94 | $2K |
| Exercise | Restricted Stock Units | 702 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,222 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,219 | $0.00 | -- |
| Exercise | Performance Stock Units | 1,831 | $0.00 | -- |
| Exercise | Common Stock | 702 | $78.94 | $55K |
| Tax Withholding | Common Stock | 192 | $78.94 | $15K |
| Exercise | Common Stock | 1,222 | $78.94 | $96K |
| Tax Withholding | Common Stock | 335 | $78.94 | $26K |
| Exercise | Common Stock | 1,219 | $78.94 | $96K |
| Tax Withholding | Common Stock | 334 | $78.94 | $26K |
| Exercise | Common Stock | 1,831 | $78.94 | $145K |
| Tax Withholding | Common Stock | 553 | $78.94 | $44K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common Stock — 159,467 shares (Indirect, Shares held Indirectly, by Trust.)
Footnotes (1)
- The restricted stock units vest in four quarterly installments of 1,406 shares beginning November 15, 2023, one quarterly installment of 702 shares on November 15, 2024, one quarterly installment of 704 shares on February 15, 2025 and six quarterly installments of 702 shares beginning on May 15, 2025 as long as the individual remains a service provider through the vesting date. 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 vested 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.
FAQ
What insider activity did MCHP’s COO report in this Form 4?
Microchip’s COO reported vesting and conversion of restricted and performance stock units into common shares, plus related tax-withholding share dispositions. These are equity compensation events, not open-market purchases or sales, and reflect delivery of vested stock tied to prior performance and service conditions.
What role do performance stock units play in this MCHP Form 4?
Performance stock units convert into Microchip common shares based on cumulative non-GAAP operating margin over 12 quarters. Targets are set at a 40.0% margin, and actual shares earned can be higher or lower depending on results, then vest and are delivered on specified dates.
How are tax obligations handled in the reported MCHP insider transactions?
Tax obligations are handled through share withholding transactions labeled with code F. In these, a portion of the newly delivered common shares held indirectly by a trust is disposed of to pay exercise price or tax liabilities, instead of the insider paying cash to the company or tax authorities.
What is the significance of the $78.94 price in the MCHP Form 4?
The filing lists a reference price of $78.94 per share for common stock entries tied to equity award conversions and tax-withholding. This figure is used for reporting the value of shares delivered or withheld but does not indicate an actual open-market trade execution price for purchases or sales.