Sanghi Steve 4

4 · MICROCHIP TECHNOLOGY INC · Filed Feb 19, 2026

Research Summary

AI-generated summary of this filing

Updated Feb 19, 2026

Microchip (MCHP) CEO Steve Sanghi Exercises Derivatives, Withholds Shares

What happened
Steve Sanghi — President, CEO and Chairman of Microchip Technology (MCHP) — had performance stock units (PSUs) and restricted stock units (RSUs) vest on February 15–16, 2026 and converted/exercised the derivatives into common shares. In total he received 142,161 shares at an implicit per-share conversion price of $78.94 (aggregate value shown ~$11.22M). To satisfy tax and exercise-related withholding, 57,805 shares were surrendered/withheld (reported as dispositions), leaving a net increase of about 84,356 shares to his beneficial ownership. Footnotes state vested PSUs/RSUs were delivered to the reporting person upon vest.

Key details

Transaction dates: Feb 15–16, 2026; Form 4 filed Feb 19, 2026.
Conversion/exercise (code M): 142,161 shares at $78.94 (total reported value ≈ $11.22M).
Tax/withholding (code F): 57,805 shares withheld/disposed (total reported value ≈ $4.56M).
Net shares retained by Sanghi: ≈ 84,356 shares.
Shares beneficially owned after the transactions: reported around 9.9 million shares (includes holdings via The Sanghi Trust and The Sanghi Family Limited Partnership per footnotes).
Footnotes: PSUs tied to cumulative non‑GAAP operating margin measurement periods vested (F13, F16); RSUs vested in full (F14, F15). Withholdings reflect tax/exercise obligations.

Context

These entries are conversions/vestings of equity awards (derivative instruments) rather than open‑market purchases or discretionary sales. Transaction codes: M = exercise/conversion of derivative, F = payment of exercise price/tax withholding.
Withholding of shares to cover taxes/exercise costs (a common practice) reduces the number of shares delivered to the insider and is not the same as an open‑market sale.
No trading plan (e.g., 10b5‑1) or late‑filing flag is indicated in the summary; the Form 4 was filed Feb 19, 2026 reporting the Feb 15–16 vesting/conversion events.

Bottom line: This filing documents vested PSUs/RSUs converted to stock for Microchip’s CEO, with substantial gross value delivered and routine share withholding for taxes, resulting in a meaningful net increase in his holdings.

Insider Transaction Report

Form 4

Period: 2026-02-15

MICROCHIP TECHNOLOGY INCMCHP

Sanghi Steve

DirectorPresident, CEO and Chair of Bd

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-15$78.94/sh+6,731$531,345→ 9,834,181 total(indirect: By Trust)
Tax Payment
Common Stock
[F2]
2026-02-15$78.94/sh−1,802$142,250→ 9,832,379 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F3]
2026-02-15$78.94/sh+4,480$353,651→ 9,836,859 total(indirect: By Trust)
Tax Payment
Common Stock
[F4]
2026-02-15$78.94/sh−1,853$146,276→ 9,835,006 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F5]
2026-02-16$78.94/sh+1,711$135,066→ 9,836,717 total(indirect: By Trust)
Tax Payment
Common Stock
[F6]
2026-02-16$78.94/sh−708$55,890→ 9,836,009 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F7]
2026-02-16$78.94/sh+278$21,945→ 9,836,287 total(indirect: By Trust)
Tax Payment
Common Stock
[F8]
2026-02-16$78.94/sh−115$9,078→ 9,836,172 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F9]
2026-02-16$78.94/sh+100$7,894→ 9,836,272 total(indirect: By Trust)
Tax Payment
Common Stock
[F10]
2026-02-16$78.94/sh−42$3,315→ 9,836,230 total(indirect: By Trust)
Exercise/Conversion
Common Stock
[F11]
2026-02-15$78.94/sh+128,861$10,172,287→ 9,965,091 total(indirect: By Trust)
Tax Payment
Common Stock
[F12]
2026-02-15$78.94/sh−53,285$4,206,318→ 9,911,806 total(indirect: By Trust)
Exercise/Conversion
Performance Stock Units
[F13]
2026-02-15−6,731→ 0 total
Exercise: $78.94→ Common Stock (6,731 underlying)
Exercise/Conversion
Restricted Stock Units
[F14]
2026-02-15−4,480→ 0 total
Exercise: $78.94→ Common Stock (4,480 underlying)
Exercise/Conversion
Restricted Stock Units
[F15]
2026-02-16−1,711→ 0 total
Exercise: $78.94→ Common Stock (1,711 underlying)
Exercise/Conversion
Performance Stock Units
[F16]
2026-02-16−278→ 0 total
Exercise: $78.94→ Common Stock (278 underlying)
Exercise/Conversion
Restricted Stock Units
[F15]
2026-02-16−100→ 0 total
Exercise: $78.94→ Common Stock (100 underlying)
Exercise/Conversion
Restricted Stock Units
[F14]
2026-02-15−128,861→ 0 total
Exercise: $78.94→ Common Stock (128,861 underlying)

Footnotes (16)

[F1]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.
[F10]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.
[F11]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.
[F12]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.
[F13]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.
[F14]The restricted stock units vested in full on February 15, 2026. Vested shares were delivered to the reporting person upon vest.
[F15]The restricted stock units vested in full on February 16, 2026. Vested shares were delivered to the reporting person upon vest.
[F16]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Signature

Deborah L. Wussler, as Attorney-in-Fact|2026-02-19

Documents

1 file

4
wk-form4_1771538081.xmlPrimary
FORM 4