MICROCHIP TECHNOLOGY INC·4

May 19, 5:03 PM ET

Sanghi Steve 4

4 · MICROCHIP TECHNOLOGY INC · Filed May 19, 2026

Research Summary

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Updated

Microchip (MCHP) CEO Steve Sanghi Exercises Options, Receives 41,903 Shares

What Happened

  • Steve Sanghi, President, CEO and Chairman of Microchip Technology (MCHP), exercised/converted derivative awards on May 15, 2026, resulting in the acquisition of 41,903 shares through multiple exercises/conversions at an exercise price of $93.85. The reported cash paid for the exercises was $3,932,598. To cover tax and exercise obligations, 17,330 shares were surrendered/withheld (payment code F) with a reported value of $1,626,420, leaving a net delivery of 24,573 shares to Mr. Sanghi. Several awards (PSUs/RSUs) also vested and were delivered the same day per the footnotes.

Key Details

  • Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely).
  • Exercise price(s): $93.85 per share for the exercised options/conversions.
  • Gross shares acquired (M): 41,903; shares disposed/withheld for taxes (F): 17,330; net shares received: 24,573.
  • Cash paid for exercises: $3,932,598; value of shares withheld for taxes: $1,626,420.
  • Shares owned after transactions: 9,410,407 total (3,504,535 held by The Sanghi Trust; 5,905,872 held by The Sanghi Family Limited Partnership) per the filing.
  • Notable footnotes: PSUs and RSUs vested on May 15, 2026 and vested shares were delivered to the reporting person (footnotes F11, F12, F13). Tax withholding was effected via share surrender (code F).

Context

  • Code M indicates exercise/conversion of derivative securities (options/PSUs/RSUs); code F indicates shares surrendered to satisfy exercise price or tax withholding. This filing reflects exercising/conversion and routine withholding rather than open-market sales. No open-market sale of remaining shares was reported here. The Form 4 was filed within the SEC’s two-business-day window.

Insider Transaction Report

Form 4
Period: 2026-05-15
Sanghi Steve
DirectorPresident, CEO and Chair of Bd
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-15$93.85/sh+5,329$500,1279,391,163 total(indirect: By Trust)
  • Tax Payment

    Common Stock

    [F2]
    2026-05-15$93.85/sh2,204$206,8459,388,959 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-05-15$93.85/sh+6,356$596,5119,395,315 total(indirect: By Trust)
  • Tax Payment

    Common Stock

    [F4]
    2026-05-15$93.85/sh2,629$246,7329,392,686 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-05-15$93.85/sh+196$18,3959,392,882 total(indirect: By Trust)
  • Tax Payment

    Common Stock

    [F6]
    2026-05-15$93.85/sh82$7,6969,392,800 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F7]
    2026-05-15$93.85/sh+28,853$2,707,8549,421,653 total(indirect: By Trust)
  • Tax Payment

    Common Stock

    [F8]
    2026-05-15$93.85/sh11,931$1,119,7249,409,722 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F9]
    2026-05-15$93.85/sh+1,169$109,7119,410,891 total(indirect: By Trust)
  • Tax Payment

    Common Stock

    [F10]
    2026-05-15$93.85/sh484$45,4239,410,407 total(indirect: By Trust)
  • Exercise/Conversion

    Restricted Stock Units

    [F11]
    2026-05-155,3290 total
    Exercise: $93.85Common Stock (5,329 underlying)
  • Exercise/Conversion

    Performance Stock Units

    [F12]
    2026-05-156,3560 total
    Exercise: $93.85Common Stock (6,356 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F11]
    2026-05-151960 total
    Exercise: $93.85Common Stock (196 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F13]
    2026-05-1528,85386,561 total
    Exercise: $93.85Common Stock (28,853 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F11]
    2026-05-151,1690 total
    Exercise: $93.85Common Stock (1,169 underlying)
Footnotes (13)
  • [F1]Of the 9,391,163 shares held, 3,485,291 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F10]Of the 9,410,407 shares held, 3,504,535 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F11]The restricted stock units vested in full on May 15, 2026. Vested shares were delivered to the reporting person upon vest.
  • [F12]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 March 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 May 15, 2026 Vested shares were delivered to the reporting person upon vest.
  • [F13]The restricted stock units will vest in two equal quarterly installments of 28,853 shares on May 15, 2026 and August 15, 2026, and two equal quarterly installments of 28,854 shares on November 15, 2026 and February 15, 2027, as long as the individual remains a service provider through the vesting date(s). Vested shares were delivered to the Reporting Person upon vest.
  • [F2]Of the 9,388,959 shares held, 3,483,087 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F3]Of the 9,395,315 shares held, 3,489,443 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F4]Of the 9,392,686 shares held, 3,486,814 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F5]Of the 9,392,882 shares held, 3,487,010 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F6]Of the 9,392,800 shares held, 3,486,928 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F7]Of the 9,421,653 shares held, 3,515,781 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F8]Of the 9,409,722 shares held, 3,503,850 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.
  • [F9]Of the 9,410,891 shares held, 3,505.019 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|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779224607.xmlPrimary

    FORM 4