Microchip Technology (MCHP) 10-K risk factor changes: FY2025 vs FY2024

- interruptions in and unauthorized access to our IT systems and security breaches or incidents impacting our systems, or data that we or our service providers maintain or otherwise [removed: process;][added: process including, but not limited to, data belonging to us or our customers, suppliers, contractors or employees;]

- risks related to compliance with laws and regulations regarding privacy, data [removed: protection] [added: protection, cybersecurity,] and [removed: cybersecurity;][added: handling of government-regulated data (e.g., controlled unclassified information, classified data, export-controlled data);]

- risks related to contractual relationships with our [removed: customers;] [added: customers] and [added: suppliers; and]

- the issuance of new export controls or trade sanctions, [added: tariffs or other trade barriers,] fines, restrictions or delays in our ability to export or import products, or increase costs associated with the manufacture or transfer of products;

- impact of conversion of our convertible [removed: debt] [added: debt, Depositary Shares, and Series A Preferred Stock] on the ownership interest of our existing [removed: stockholders;] [added: stockholders] and [added: market price of our common stock; and]

- general economic, industry, public health or political conditions in the U.S. or internationally, including uncertain economic conditions in U.S., China and Europe, [removed: increases] [added: changes] in [added: tariffs,] interest rates, [removed: high] [added: persistent] inflation or instability in the banking sector;

- availability of raw materials including rare earth minerals, supplies and equipment due to supply chain [removed: constraints] [added: constraints, disruptions in transportation systems, trade restrictions,] or other factors;

- constrained availability from other electronic suppliers [added: or disruptions in transit systems] impacting our customers' ability to ship their products, which in turn may adversely impact our sales to those customers;

Uncertain global economic and public health [removed: conditions, such as the COVID-19 pandemic,] [added: conditions] have caused and may in the future cause our operating results to fluctuate significantly and make comparisons between periods less meaningful.

Any downturn in global or regional economic conditions, as a result of [removed: rising] [added: tariffs, high] interest rates, high inflation, instability in the banking sector, the enactment of broad sanctions [added: or tariffs] by the U.S. or other [removed: countries against Russia or China, the enactment of broad sanctions against the U.S. by other] countries, public health concerns, industry work [added: stoppages, transit] stoppages or other factors, may adversely impact their financial viability.

[removed: The financial decline of a] large licensee, customer, reseller or distributor, an important supplier, or a group thereof, could have an adverse impact on our operating results and could result in our inability to collect our accounts receivable balances, higher allowances for credit losses, and higher operating costs as a percentage of net sales.

In particular, in fiscal 2023 and in fiscal 2022, we experienced [added: increased prices at certain suppliers for certain materials required for production purposes.]

[removed: However] [added: However,] in fiscal [removed: 2024,] [added: 2024 and fiscal 2025,] the pricing environment stabilized compared to the two prior fiscal years.

The supplies necessary for our business could become more difficult to obtain as worldwide use of semiconductors increases, or due to supply chain disruptions, [added: transit disruptions,] trade restrictions or political instability.

We have taken steps to [removed: attempt to] mitigate the [removed: costs of these tariffs on our business.][added: impact]

[removed: The additional] [added: Additional] tariffs imposed on [removed: components] [added: components, raw materials,] or equipment [removed: that we or our suppliers source from China will] [added: may] increase our costs and [removed: could] have an adverse impact on our operating results in future periods.

The labor, supplies and equipment necessary for their businesses could become more difficult to obtain for various reasons not limited to business interruptions of suppliers, reduced availability of labor, [added: transit disruptions,] consolidation in their supply chain, or sanctions, trade restrictions or tariffs or the impact of public health concerns that impair sourcing flexibility or increase costs.

Further, because we do not support the actions of Russia against Ukraine, in March 2022 we stopped selling products to customers [removed: and distributors located in Russia and Belarus.]

Trade disputes, geopolitical tensions, economic circumstances, [added: transit disruptions,] political conditions, or public health issues, may limit our ability to obtain materials or equipment.

If China were to [added: further] restrict or stop exporting these [removed: materials,] [added: materials or pressure other countries to do so,] our suppliers' ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.

Specifically, during fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] approximately 64% [removed: and 63%, respectively,] of our net sales came from products that were produced at outside wafer foundries.

Specifically, during fiscal [removed: 2024,] [added: 2025,] approximately [removed: 41%] [added: 33%] of our assembly requirements and [removed: 29%] [added: 33%] of our test requirements were performed by third-party contractors compared to approximately 41% of our assembly requirements and [removed: 33%] [added: 29%] of our test requirements during fiscal [removed: 2023.][added: 2024.]

Due to [removed: increased demand for] [added: the amount of inventory of] our [removed: products,] [added: products that] we [removed: took] [added: are holding, we have recently taken] actions [removed: in fiscal 2023 and fiscal 2022] to [removed: increase] [added: decrease] our capacity allocation from our wafer fabrication, assembly and test subcontractors.

In the event [removed: of future increases] [added: that we need to increase capacity allocation from our wafer fabrication, assembly and test subcontractors] in [removed: demand,] [added: the future] there can be no assurance that we will be able to secure the necessary allocation of capacity from our wafer foundries and other contractors, [removed: that any such capacity will have the ability to manufacture the process technologies that we need,] or that such capacity will be available on acceptable terms.

[removed: Although we are continuing to expand our internal wafer fabrication, assembly and test capacity, we] [added: We] expect that our reliance on [removed: third-party] [added: third party] contractors may increase over time as our business grows, and [added: any inability to secure necessary external capacity could adversely affect our operating results.]

[removed: any] [added: If our reliance on third-party contractors increases over time, our] inability to secure necessary external capacity could adversely affect our operating results.

If this occurs, it may limit the amounts of net sales that we can achieve or require us to make significant investments to be able to manufacture these products in our own [removed: existing facilities, at new] facilities or at other foundries and assembly and testing contractors.

We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods and [removed: have] applied for other incentives provided by the legislation; however, [added: we have not concluded negotiations with the U.S. Department of Commerce and] there can be no assurance that we will [added: pursue or] receive any such other incentives, what the amount and timing of any incentive we receive will be, as to which other companies will receive incentives and whether the legislation will have a positive or negative impact on our competitive position.

If we [removed: do] [added: conclude our CHIPS Act negotiations and] receive a CHIPS Act grant, the restrictions and operational requirements that are imposed on CHIPS Act grant recipients could add complexity to our operations and increase our costs.

Our future operating results could suffer if a significant contractor were to experience production difficulties, insufficient capacity, decreased manufacturing, reduced availability of labor, assembly and test yields, or increased costs due to disruptions such as political upheaval, [added: transit disruptions,] infrastructure disruption or pandemics.

During fiscal [removed: 2023,] [added: 2025,] approximately [removed: 78%] [added: 75%] of our net sales were made to foreign customers, including [removed: 21%] [added: 17%] in China and [removed: 14%] [added: 16%] in Taiwan.

[removed: A] [added: Having a] strong position in the Chinese market is a key component of our global growth strategy.

In fiscal [removed: 2024,] [added: 2024 and in fiscal 2025,] economic weakness in the Chinese market adversely impacted our sales volumes in China.

As discussed above, the trade relationship between the U.S. and China remains [removed: challenging,] [added: challenging and could worsen in 2025,] economic conditions in China remain uncertain, and we are unable to predict whether such uncertainty will continue or worsen in future periods.

Weakening of foreign [removed: markets] [added: markets, especially in China,] has resulted in lower demand for our products, which has adversely impacted our revenue in recent quarters and, if such conditions continue, it could have a material adverse effect on our business, results of operations or financial conditions.

Please see the risks related to access to raw materials, components, or equipment on page [removed: [14](#if409a649bc534898b1cdb48f1dd85ad0_130790).][added: [16](#if72c5229435649018159aad160cc6739_138593).]

- economic uncertainty in the worldwide markets [removed: served by us;][added: we serve;]

If any of these risks occur or are worse than we anticipate, our sales could decrease and our operating results could suffer, we could face an increase in the cost of components, production delays, business interruptions, delays in obtaining export licenses, or denials of such licenses, tariffs and [removed: other] [added: trade] restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a [removed: material adverse effect on our business.]

Turns orders correlate to overall semiconductor industry conditions and product lead [removed: times.][added: times, and in light of current industry conditions, turns orders are once again key to our ability to meet our business objectives.]

Because turns orders can be difficult to predict, especially in times of economic volatility [added: and changes in tariffs, as experienced in current and recent quarters,] where customers may change order levels within the quarter, varying levels of turns orders make it more difficult to forecast net sales.

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The financial decline of a

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The U.S. has imposed additional tariffs on imports, and certain countries have imposed retaliatory tariffs on imports that have the U.S. as their country of origin.

For example, in March and April 2025, the U.S imposed tariffs on imports from China and other countries and foreign governments imposed tariffs on imports from the U.S. It is unclear what tariffs will apply to semiconductors during this time of change.

We will attempt to mitigate the impact of those tariffs on our business but may experience an increase in operating costs, impaired sourcing flexibility, and reduced demand for our products, resulting in reduced revenue.

Our customers may also be adversely affected by the tariffs and other issues described above.

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and distributors located in Russia and Belarus.

In April 2025, China imposed export restrictions on certain rare earth minerals.

Transitioning production of products to new manufacturers may result in delayed product launches, reduced yields, or decreased product performance.

If we encounter issues with product quality, insufficient capacity from a third-party manufacturer, or if we discontinue using a particular manufacturer or contractor, we may face challenges in securing an alternative supply for specific products in a timely manner.

This could lead to significant delays in product shipments, potentially having an adverse impact on our results of operations.

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The increase in tariffs on semiconductors and raw materials that have the U.S. as their country of origin could lower demand for our products in China and other countries.

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We built inventories in response to customer demand, and the cancellation or deferral of product orders has resulted in excess inventory, which has resulted in write-downs of inventory and an adverse effect on our gross margins in recent periods.

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- our ability to attract and retain talent, including talent with expertise in developing areas such as AI; and

Additionally, as we are moving production between factories, we may experience lower than anticipated yields during this transition.

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For example, in August 2024, we determined that an unauthorized party disrupted our use of certain servers and some of our business operations.

As a result, certain of our manufacturing facilities were operating at less than normal levels for a period of time, and our ability to fulfill orders was temporarily impacted.

While we were able to bring the affected portions of our IT systems back online and restore normal business operations in response to this August 2024 incident without a material impact to our business, we cannot be certain that we would be able to achieve this result in the event of another cyber incident.

From time to time, we or our licensees have

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We must also comply with regulations regarding the handling of controlled unclassified information and export-controlled data.

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certain limitations on our business, which would adversely affect our operating results and financial position.

There may be increased risk associated with the activities of the acquired company such as regulatory violations related to their use of AI in their operations, technology development or product offerings or cyber security risks.

As of March 31, 2025, we had goodwill of $6.68

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We depend on a direct labor force at our manufacturing facilities, and any inability to maintain this workforce could adversely affect our operations.

This could lead to delays in production and shipments, hinder our ability to meet customer demand, and ultimately adversely impact our business, financial condition, and operational results.

As the integration of AI becomes more prevalent, there is an anticipated shift in the skills required within the workforce, making AI literacy increasingly important for our employees.

Competition for personnel with AI expertise may be intense and costly.

In the fourth quarter of fiscal 2025, we began a global reduction of our work force that could negatively affect employee morale, and diminish our attractiveness as an employer.

- inability to achieve expected returns from capacity expansions;

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increased prices at certain suppliers for certain materials required for production purposes.

For example, in 2019, the U.S. government increased tariffs on U.S. imports with China as their country of origin.

Likewise, the China government increased tariffs on China imports with U.S. as their country of origin.

Although these increases in tariffs did not significantly increase the operating costs of our business, they did, however, adversely impact demand for our products during fiscal 2020 and fiscal 2019.

This could also impair our sourcing flexibility.

Our customers may also be adversely affected by these same issues.

As product demand softened in fiscal 2024, we took actions to selectively reduce our purchases from foundries.

Additionally, over the last several years, the impact of unpredictable COVID-19 related lockdowns and the adverse impact of the rapid transmission of COVID-19 when lockdowns in China were lifted has adversely impacted Chinese customers and the supply chain.

Although our backlog had been strong in fiscal 2022, fiscal 2023 and the first half of fiscal 2024, due to favorable business conditions and the impact of our Preferred Supply Program and our LTSAs, the business conditions that led us to implement the Preferred Supply Program changed and, as a result, on February 1, 2024, we discontinued the Preferred Supply Program for new orders.

This change in our Preferred Supply Program does not impact our LTSAs.

With the cancellation of the Preferred Supply Program, turns orders are once again key to our ability to meet our business objectives.

To participate in the original

Preferred Supply Program, customers were expected to place 12 months of orders, which could not be cancelled or rescheduled by the customer except in the event of price increases.

In August 2023, we modified our Preferred Supply Program to allow orders for six months of continuous backlog, and those orders could be cancelled or rescheduled if our planned delivery date was greater than six months from the request date.

The capacity priority under the Preferred Supply Program began for shipments in July 2021, and ended upon delivery of orders that were placed under the Preferred Supply Program prior to February 1, 2024.

A significant portion of our backlog was booked under these programs while the programs were in effect.

There can be no assurance that these programs will continue to be successful or that they will provide the benefits we expect to our business.

We may be unable to recover damages from customers that default under these programs.

However, in the future, we may be unable to maintain average

In fiscal 2023, we operated at or above normal capacity levels.

We may not be able to achieve expected returns from our planned capacity expansions.

In fiscal 2023, we announced our intent to expand our production capacity in the U.S. While select investments are still being made, due to weak business conditions, in the fourth quarter of fiscal 2024, we paused most of our multi-year $800 million expansion and capital equipment investment plan at Fab 4 in Gresham, Oregon and paused our $880 million silicon carbide (SiC) and silicon production capacity expansion at Fab 5 in Colorado Springs, Colorado.

These expansion projects subject us to a number of risks, including the following:

- availability of necessary funding, which may include external sources;

- ability to realize expected grants, investment tax credits, and other government incentives, including through the CHIPS Act and foreign, state, and local grants;

- increases to our cost structure until new production is ramped to adequate scale;

- sufficient customer demand to utilize our increased capacity;

- slowing macroeconomic business conditions;

- growth in our inventories;

- ability to timely ramp production in a cost-effective manner;

- potential changes in laws or provisions of grants, investment tax credits, and other government incentives;

- availability of labor, services, equipment, and construction materials;

- ability to complete construction as scheduled, and within budget; and

- availability of the necessary workforce to support the expanded capacity.

Investments in capital expenditures for our capacity expansion projects may not generate expected returns, or cash flows.

Significant judgement is required to determine which capital investments will result in optimal returns, and we could invest in projects that are ultimately less profitable than those projects we do not select.

Delays in commencement, completion and ramping of expanded production facilities, or failure to optimize our investment choices, or increased costs could significantly adversely impact our ability to realize expected returns on our capital expenditures.

Changes in laws or rulemaking in jurisdictions where we have planned expansion may cause us to reconsider the location or size of such expansion plans.

Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors including those set forth under "Risk Factors," beginning at page [removed: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256)] [added: [13](#ie3bf869d266f4ff7b228d2c15547355c_256)] and elsewhere in this Form 10-K.

- The future impact on our business in response to [removed: the COVID-19 pandemic or other] public health concerns;

- Our expectations regarding investments in [added: equipment and facilities and the timeline of expansions of] our manufacturing capacity;

- Our intent, including length, timing, [removed: and] planned [removed: shutdown] [added: closure] days, to reduce production levels at global fabrication [added: facilities, or closure of] facilities [added: completely] and its impact on inventory [removed: levels;][added: levels and estimated cash savings;]

- Our expectations regarding [removed: LTSAs, the Preferred Supply Program,] [added: LTSAs] and the realization of deferred revenue;

- Our belief that our IT system compromise [removed: has] [added: will] not [removed: had] [added: have] a material adverse effect on our business or [removed: resulted] [added: result] in any material damage to us;

- Our expectation that the global minimum tax (GMT) will not have a material impact on our fiscal [removed: 2025] [added: 2026] results;

- Our expected debt obligation [removed: maturities] [added: maturities, including the conversion of debt, Depositary Shares,] and [added: Series A Preferred Stock, and] plans to refinance our existing debt;

- Our belief that our culture, values, and organizational development and training programs will continue to provide [removed: an inclusive] [added: a] work environment where our employees are empowered and engaged to deliver the best embedded control solutions;

We then discuss our results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023,] [added: 2024,] followed by an analysis of changes in our balance sheet and cash flows, and discuss our financial commitments in the section titled "Liquidity and Capital Resources." Our liquidity and capital resources section generally discusses fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

For our discussion of our fiscal [removed: 2023] [added: 2024] results compared to fiscal [removed: 2022] [added: 2023] for both our results of operations and our liquidity and capital resources sections, refer to "Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2023] [added: 2024] filed with the SEC on May [removed: 25, 2023] [added: 23, 2024] which is incorporated by reference herein.

[removed: While strong customer demand for our products outpaced capacity in] [added: During] fiscal [removed: 2023,] [added: 2024,] many of our customers felt the adverse effects of slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates [removed: in the March 2023 quarter which continued through fiscal 2024.][added: and we received requests to push out or cancel backlog resulting from customer actions to reduce inventory levels.]

Consistent with the [removed: weak] [added: slowing] macroeconomic [removed: environment,] [added: environment in fiscal 2025, we have paused] most of our factory expansion [removed: activity remains paused] [added: actions] and [removed: we have] reduced our planned capital investments through fiscal [removed: 2025.][added: 2026.]

We apply the following five-step approach to determine the timing and amount of revenue recognition: (i) identify the contract with the customer, (ii) identify performance obligations in the contract, (iii) determine the transaction [added: price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligation is satisfied.]

A 100-basis point increase in the blended price concession rate would have changed the measurement of our refund liability recorded within accrued liabilities by [removed: $10.1 million.][added: $5.0 million as of March 31, 2025.]

A 1% variance in the estimated demand for our products would have changed the estimated net realizable value of our inventory by approximately [removed: $3.2] [added: $3.8] million as of March 31, [removed: 2024.][added: 2025.]

The accounting model related to the [removed: valuation] [added: measurement] of uncertain tax positions requires us to presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax position will be evaluated without consideration of the possibility of offset or aggregation with other positions.

Generally, adjustments will be recorded in periods subsequent to the initial recognition in light of changing facts and [added: circumstances, such as the closing of a tax audit, the closing of a statutory audit period or changes in applicable law, or interactions with taxing authorities.]

The following table sets forth certain operational data as a percentage of net sales for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023:][added: 2024:]

| Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 34.6] [added: 43.9] | | | | | | [removed: 32.5] [added: 34.6] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 65.4] [added: 56.1] | | | | | | [removed: 67.5] [added: 65.4] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14.4] [added: 22.4] | | | | | | [removed: 13.3] [added: 14.4] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9.6] [added: 14.0] | | | | | | [removed: 9.5] [added: 9.6] | | |

| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 7.9] [added: 11.2] | | | | | | [removed: 7.8] [added: 7.9] | | |

| Special [removed: (income)] charges [added: (income)] and other, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (0.2)] [added: 1.8] | | | | | | [removed: —] [added: (0.2)] | | |

| Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 33.7] [added: 6.7] | | % | | | | [removed: 36.9] [added: 33.7] | | % |

The following table summarizes our net sales for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 7,634.4] [added: 4,401.6] | | | | | $ | [removed: 8,438.7] [added: 7,634.4] | | | | | [removed: (9.5)] [added: (42.3)] | | % |

The decrease in net sales in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent [removed: inflation and higher] [added: inflation, high] interest [removed: rates] [added: rates, and shorter product lead times,] which factors resulted in many customers having higher levels of [removed: inventory.][added: inventory and delaying or reducing orders.]

Other factors that we believe contributed to [removed: changes] [added: the decrease] in our reported net sales for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] and which are drivers of long-term trends in our net sales but which factors we are not able to quantify include:

- [added: economic and competitive conditions in the] semiconductor [removed: industry conditions;][added: industry;]

- customers’ [removed: increasing] needs for the flexibility offered by our programmable solutions; [removed: and]

- increasing semiconductor content in our customers’ [removed: products through our TSS product portfolio.][added: products; and]

We sell a large number of products to a large and diverse customer base and there was not any single product or customer that accounted for a material portion of the change in our net sales in fiscal [removed: 2024] [added: 2025] or fiscal [removed: 2023.][added: 2024.]

Net sales by product line for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] were as follows (dollars in millions):

| Mixed-signal Microcontrollers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,272.4] [added: 2,249.7] | | | | | [removed: 56.0] [added: 51.1] | | | | | | $ | [removed: 4,755.7] [added: 4,272.4] | | | | | [removed: 56.3] [added: 56.0] | | |

| Analog | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2,016.4] [added: 1,157.0] | | | | | | [removed: 26.4] [added: 26.3] | | | | | | [removed: 2,376.9] [added: 2,016.4] | | | | | | [removed: 28.2] [added: 26.4] | | |

| Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,345.6] [added: 994.9] | | | | | | [removed: 17.6] [added: 22.6] | | | | | | [removed: 1,306.1] [added: 1,345.6] | | | | | | [removed: 15.5] [added: 17.6] | | |

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Although we began to see evidence of improvements in our business in the March 2024 quarter which have continued in fiscal 2025, such as a decrease in customer requests to push out or cancel backlog while the number of expedites and shipment pull in requests grew, the overall macroeconomic environment remained weak throughout fiscal 2025 as we navigated through a large inventory correction.

With our inventory levels being high and having ample capacity in place, on December 2, 2024, we announced our decision to close our Tempe, Arizona wafer fabrication facility that we refer to as Fab 2.

Many of the process technologies that run in Fab 2 also run in our Oregon and Colorado factories, which both have ample clean room space for expansion.

The closure of Fab 2 was completed in May 2025 and we expect that it will generate annual cash savings of approximately $90 million.

Due to the high levels of inventory of the products which are manufactured in Fab 2, we do not expect to see income statement savings from the closure until the start of the June 2026 quarter based on a first-in first-out basis.

We expect that the Fab 2 closure will begin to help us moderate our inventory levels.

On March 3, 2025, we announced additional restructuring actions to reduce costs, resize manufacturing operations and to reduce headcount at our Fab 4 and Fab 5 facilities and our backend manufacturing facility in the Philippines which will result in approximately $25 million in annual savings from the temporarily reduced compensation costs.

These actions resulted in a reduction of inventory in the March 2025 quarter.

We also announced a 10% headcount reduction across our company to decrease our operating expenses, which reduction will be fully implemented by the June 2025 quarter.

We expect this action to reduce our ongoing operating expenses by approximately $90 million to $100 million on an annualized basis.

There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of a recession, and the effects of potential trade policies, including tariffs.

Long established global trade relationships are potentially changing in fundamental ways that make it difficult to predict how global supply chains and economic environments will be affected.

For example, in March and April 2025, the U.S. imposed tariffs on imports from China and other countries and foreign governments imposed additional tariffs on imports from the U.S. It is unclear what tariffs will apply to semiconductors during this time of change.

While we continue to evaluate the potential impacts of these proposed tariffs and our ability to mitigate their related impacts, these tariffs and any retaliatory tariffs imposed may adversely impact our revenue and cost of goods sold in the U.S. and internationally.

The imposition of tariffs could impact our supply chain for rare earth and other materials and cause a decrease in the sales of products to customers located in China, other customers selling to Chinese end users, or other global customers, which could materially and adversely affect our business, financial condition and results of operations.

The ultimate impact of any tariffs will depend on various factors, including whether semiconductors continue to be exempt from tariffs and any changes to the amount, scope and nature of the tariffs imposed by the U.S. or other countries.

For additional information, see “Item 1A.

Risk Factors”, including the risk factor titled “*We may lose sales if suppliers of raw materials, components or equipment fail to meet our or our customers' needs, increase prices, are impacted by increases in tariffs, or such raw materials, components or equipment become restricted or unavailable."*

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

- geopolitical conditions, tariffs and other trade restrictions.

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The decrease in net sales was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, competitive pressures, persistent inflation, high interest rates, and shorter product lead times, which factors resulted in many customers having higher levels of inventory and delaying or reducing orders.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

This decrease in net sales was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation, high interest rates, and shorter product lead times, which factors resulted in many customers having higher levels of inventory and delaying or reducing orders.

In fiscal 2025, we settled an ongoing legal matter with one of our licensees which resulted in the release of an accrual, which increased both our revenue and profits by $13.3 million in such fiscal period.

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The decrease in net sales in the European market in fiscal 2025 compared to fiscal 2024 was due to general weakness in the European economy, and decreases in our net sales in the European industrial and automotive markets, which were particularly weak.

Our net sales in the Americas and Asia market decreased in fiscal 2025 compared to fiscal 2024, primarily due to adverse economic conditions, including slowing economic activity, persistent inflation, high interest rates, and shorter product lead times which resulted in delayed or reduced orders.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

Our overall inventory levels were $1.29 billion at March 31, 2025, compared to $1.32 billion at March 31, 2024.

We believe that our current inventory and production capacity are adequate to fulfill the projected requirements of our customers.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

During fiscal 2025, we incurred special charges and other, net of $79.2 million primarily due to restructuring expenses, including $45.7 million related to contract exit costs and $27.1 million related to employee separation costs.

In fiscal 2025, the loss primarily related to the amendment and restatement of our Revolving Credit Facility.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

In March 2025, we entered into a Consent Judgment before the High Court, agreeing that the dispute will be heard before the Special Commissioners of Income Tax (SCIT).

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

During this period, we continued to receive requests to push out or cancel backlog resulting from customer actions to reduce inventory levels.

However, beginning in the March 2024 quarter, we started seeing improvements in our business and customer requests to push out or cancel backlog started to decrease, bookings started to increase and the number of expedites and shipment pull in requests are growing.

At the same time we continue to prioritize our efforts to manage our high inventory levels, and during the June 2024 quarter, we reduced production levels and implemented up to two weeks of shutdown days in our global production facilities.

We are unable to predict the timing or impact of any such slowdown on our business.

In response to industry capacity conditions improving and our product lead times reducing, we discontinued our Preferred Supply Program in February 2024 with respect to all new orders.

We had initially launched our Preferred Supply Program in February 2021 to provide our customers with prioritized capacity when product demand in the industry significantly exceeded supply.

Since the March 2022 quarter, we have been entering into LTSAs with certain of our customers for products that will be shipped in future periods.

We also entered into certain LTSAs with key suppliers.

price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligation is satisfied.

Generally, the transaction price associated with contracts with direct customers is set at the standalone selling price and is not variable.

After the transaction price has been determined and allocated to the performance obligations, we recognize revenue when the performance obligations are satisfied.

circumstances, such as the closing of a tax audit, the closing of a statutory audit period or changes in applicable law.

*Contingencies*

In the ordinary course of our business, we are exposed to various liabilities as a result of contracts, product liability, customer claims, governmental investigations and other matters.

Additionally, we are involved in a limited number of legal actions, both as plaintiff and defendant.

Consequently, we could incur uninsured liability in any of those actions.

We also periodically receive notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs.

With respect to pending legal actions to which we are a party and other claims, although the outcomes are generally not determinable, we believe that the ultimate resolution of these matters will not have a material adverse effect on our financial position, cash flows or results of operations.

Litigation, governmental investigations and disputes relating to the semiconductor industry are not uncommon, and we are, from time to time, subject to such litigation, governmental investigations and disputes.

As a result, no assurances can be given with respect to the extent or outcome of any such litigation, governmental investigations or disputes in the future.

We accrue for claims and contingencies when losses become probable and reasonably estimable.

As of the end of each applicable reporting period, we review each of our matters and, where it is probable that a liability has been or will be incurred, we accrue for all probable and reasonably estimable losses.

Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate.

If we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range.

Contingencies of an acquired company that exist as of the date of the acquisition are measured at fair value if determinable, which generally is based on a probability weighted model.

If fair value is not determinable, contingencies of an acquired company are recognized when they become probable and reasonably estimable.

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Additionally, semiconductor industry conditions have resulted in increased costs throughout our supply chain, which we have been generally passing on to our customers in the form of price increases.

Our price increases were implemented at various times and in various amounts throughout fiscal 2023 with respect to our very broad range of customers and products.

These price increases contributed to the change in net sales during fiscal 2024.

Due to the complexity of the implementation of the price increases and the changes in product, geographic and customer mix, we are not able to quantify the impact of the price increases on our net sales.

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The increase in net sales was primarily due to strength in our FPGA product line.

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The decrease in net sales in Asia in fiscal 2024 compared to fiscal 2023 was primarily due to unfavorable business conditions and weakening demand in the China market.

The increase in net sales in the Americas and Europe in fiscal 2024 compared to fiscal 2023 was driven by our available capacity due to the weakening demand in Asia and was offset by the adverse economic conditions in the regions.

Our overall inventory was $1.32 billion at March 31, 2024 and 2023.

During fiscal 2023, we earned special income and other, net of $4.0 million primarily related to a favorable resolution of a previously accrued legal matter partially offset by restructuring costs of acquired and existing wafer fabrication operations to increase operational efficiency.

which reduced our effective tax rate by 3.0%; and a $62.9 million tax expense for the effects of foreign operations, which increased our effective tax rate by 2.7%.

We intend to finance the repayment of [removed: a portion of] our fixed rate debt maturing within the next 12 months using available borrowings under our Revolving Credit [removed: Facility, new fixed rate notes, term loans, convertible debt,] [added: Facility and our] Commercial Paper [added: program] or other instruments at which point, changes in interest rates will have a more significant impact on our interest expense if we refinance such fixed rate debt with variable rate debt.

For additional information, refer to "Note [removed: 5.][added: 6.]

However, if our costs were to continue to become subject to significant inflationary pressures, we may not be able to [removed: continue to] offset such higher costs through price increases which could adversely impact our operating results.

As of March 31, 2025, our current and long-term debt totaled $5.66 billion, all of which was fixed rate and not subject to interest rate exposure.

As of March 31, 2024, our current and long-term debt totaled $6.02 billion.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled $5.27 billion as of March 31, 2024.

We have interest rate exposure with respect to the $750.0 million of our variable interest rate debt outstanding under our 2025 Term Loan Facility, as of March 31, 2024.

A 50-basis point increase in interest rates would increase our expected annual interest expense for the next 12 months by approximately $3.8 million.

| | | | March 31, | | | | | | [added: March 31,] | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 319.7] [added: 771.7] | | | | | $ | [removed: 234.0] [added: 319.7] | |

| Accounts receivable, net | | | [removed: 1,143.7] [added: 689.7] | | | | | | [removed: 1,305.3] [added: 1,143.7] | | |

| Inventories | | | [removed: 1,316.0] [added: 1,293.5] | | | | | | [removed: 1,324.9] [added: 1,316.0] | | |

| Other current assets | | | [removed: 233.6] [added: 236.4] | | | | | | [removed: 205.1] [added: 233.6] | | |

| Total current assets | | | [removed: 3,013.0] [added: 2,991.3] | | | | | | [removed: 3,069.3] [added: 3,013.0] | | |

| Property, plant and equipment, net | | | [removed: 1,194.6] [added: 1,183.7] | | | | | | [removed: 1,177.9] [added: 1,194.6] | | |

| Goodwill | | | [removed: 6,675.4] [added: 6,684.8] | | | | | | [removed: 6,673.6] [added: 6,675.4] | | |

| Intangible assets, net | | | [removed: 2,781.8] [added: 2,389.0] | | | | | | [removed: 3,369.0] [added: 2,781.8] | | |

| Long-term deferred tax assets | | | [removed: 1,596.5] [added: 1,728.1] | | | | | | [removed: 1,623.3] [added: 1,596.5] | | |

| Other assets | | | [removed: 611.9] [added: 397.7] | | | | | | [removed: 457.2] [added: 611.9] | | |

| Total assets | | | $ | [removed: 15,873.2] [added: 15,374.6] | | | | | $ | [removed: 16,370.3] [added: 15,873.2] | |

| Accounts payable | | | $ | [removed: 213.0] [added: 160.6] | | | | | $ | [removed: 396.9] [added: 213.0] | |

| Accrued liabilities | | | [removed: 1,307.0] [added: 994.5] | | | | | | [removed: 1,323.5] [added: 1,307.0] | | |

| Current portion of long-term debt | | | [removed: 999.4] [added: —] | | | | | | [removed: 1,398.2] [added: 999.4] | | |

| Total current liabilities | | | [removed: 2,519.4] [added: 1,155.1] | | | | | | [removed: 3,118.6] [added: 2,519.4] | | |

| Long-term debt | | | [removed: 5,000.4] [added: 5,630.4] | | | | | | [removed: 5,041.7] [added: 5,000.4] | | |

| Long-term income tax payable | | | [removed: 649.2] [added: 633.4] | | | | | | [removed: 705.7] [added: 649.2] | | |

| Long-term deferred tax liability | | | [removed: 28.8] [added: 33.8] | | | | | | [removed: 42.7] [added: 28.8] | | |

| Other long-term liabilities | | | [removed: 1,017.6] [added: 843.6] | | | | | | [removed: 948.0] [added: 1,017.6] | | |

| Common stock, $0.001 par value; authorized 900,000,000 shares; [removed: 577,806,659] [added: 577,996,915] shares issued and [removed: 536,663,691] [added: 538,704,604] shares outstanding at March 31, [removed: 2024; 577,805,623] [added: 2025; 577,806,659] shares issued and [removed: 545,459,814] [added: 536,663,691] shares outstanding at March 31, [removed: 2023] [added: 2024] | | | [removed: 0.5] [added: 0.6] | | | | | | 0.5 | | |

| Additional paid-in capital | | | [removed: 2,482.9] [added: 3,909.9] | | | | | | [removed: 2,413.3] [added: 2,482.9] | | |

| Common stock held in treasury: [removed: 41,142,968] [added: 39,292,311] shares at March 31, [removed: 2024; 32,345,809] [added: 2025; 41,142,968] shares at March 31, [removed: 2023] [added: 2024] | | | [removed: (2,581.6)] [added: (2,611.6)] | | | | | | [removed: (1,660.2)] [added: (2,581.6)] | | |

| Accumulated other comprehensive loss | | | [removed: (3.5)] [added: (1.7)] | | | | | | [removed: (4.1)] [added: (3.5)] | | |

| Retained earnings | | | [removed: 6,759.5] [added: 5,781.1] | | | | | | [removed: 5,764.1] [added: 6,759.5] | | |

| Total stockholders' equity | | | [removed: 6,657.8] [added: 7,078.3] | | | | | | [removed: 6,513.6] [added: 6,657.8] | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 15,873.2] [added: 15,374.6] | | | | | $ | [removed: 16,370.3] [added: 15,873.2] | |

CONSOLIDATED STATEMENTS OF [removed: INCOME][added: OPERATIONS]

| | | | [removed: 2024] | | | | | | [removed: 2023] | | | | | | [removed: 2022 | | | | | | | | |] [added: 2025] | | | | | | [added: 2024] | | | | | | [added: 2023] | | |

| Net sales | | | $ | [removed: 7,634.4] [added: 4,401.6] | | | | | $ | [removed: 8,438.7] [added: 7,634.4] | | | | | $ | [removed: 6,820.9] [added: 8,438.7] | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 2,638.7] [added: 1,933.7] | | | | | | [removed: 2,740.8] [added: 2,638.7] | | | | | | [removed: 2,371.3] [added: 2,740.8] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 4,995.7] [added: 2,467.9] | | | | | | [removed: 5,697.9] [added: 4,995.7] | | | | | | [removed: 4,449.6] [added: 5,697.9] | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 1,097.4] [added: 983.8] | | | | | | [removed: 1,118.3] [added: 1,097.4] | | | | | | [removed: 989.1] [added: 1,118.3] | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 734.2] [added: 617.7] | | | | | | [removed: 797.7] [added: 734.2] | | | | | | [removed: 718.9] [added: 797.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquired intangible assets | | | [removed: 605.4] [added: 490.9] | | | | | | [removed: 669.9] [added: 605.4] | | | | | | [removed: 862.5] [added: 669.9] | | | | | | | | | | | | | | | | | | | | | | | |

| Special [removed: (income)] charges [added: (income)] and other, net | | | [removed: (12.3)] [added: 79.2] | | | | | | [removed: (4.0)] [added: (12.3)] | | | | | | [removed: 29.5] [added: (4.0)] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | [removed: 2,424.7] [added: 2,171.6] | | | | | | [removed: 2,581.9] [added: 2,424.7] | | | | | | [removed: 2,600.0] [added: 2,581.9] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 2,571.0] [added: 296.3] | | | | | | [removed: 3,116.0] [added: 2,571.0] | | | | | | [removed: 1,849.6] [added: 3,116.0] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 7.6] [added: 9.2] | | | | | | [removed: 2.1] [added: 7.6] | | | | | | [removed: 0.5] [added: 2.1] | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | |

| Preferred stock, $0.001 par value; authorized 5,000,000 shares; 7.50% Series A mandatory convertible preferred stock, 1,485,000 shares issued and outstanding at March 31, 2025 with a liquidation preference of $1,000 per share, or $1,485.0 million in the aggregate; no shares issued or outstanding at March 31, 2024 | | | — | | | | | | — | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| Dividends on Series A Preferred Stock | | | (2.2) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | |

| Net (loss) income attributable to common stockholders | | | $ | (2.7) | | | | | $ | 1,906.9 | | | | | $ | 2,237.7 | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| Other investing | | | 2.4 | | | | | | 0.4 | | | | | | 0.9 | | |

| Repayments of 2025 Term Loan Facility | | | (750.0) | | | | | | — | | | | | | — | | |

| Proceeds from issuance of convertible debt | | | 1,250.0 | | | | | | — | | | | | | — | | |

| Issuance of Series A Preferred Stock | | | 1,449.5 | | | | | | — | | | | | | — | | |

| Purchase of capped call options | | | (160.1) | | | | | | — | | | | | | — | | |

| Other Financing | | | (5.6) | | | | | | — | | | | | | — | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

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| Repurchase of common stock | | | | | | — | | | | | | | | | (0.1) | | | | | | — | | | | | | | | | | | | (945.8) | | | | | | — | | | | | | — | | | | | | (945.9) | | | | | | | | | | | | | | |

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| Dividends on common stock | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (695.3) | | | | | | (695.3) | | | | | | | | | | | | | | |

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| Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding | | | — | | | | | | — | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| Proceeds from sales of assets | | | 0.4 | | | | | | 0.9 | | | | | | 14.1 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at March 31, 2021 | | | 569.0 | | | | | | $ | 2,403.6 | | | | | 21.9 | | | | | | $ | (433.8) | | | | | $ | (26.2) | | | | | $ | 3,393.5 | | | | | $ | 5,337.1 | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,285.5 | | | | | | 1,285.5 | | | | | | | | | | | | | | |

| Cash dividend | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (503.8) | | | | | | (503.8) | | | | | | | | | | | | | | |

| Cash dividend | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (695.3) | | | | | | (695.3) | | | | | | | | | | | | | | |

| Cash dividend | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (911.5) | | | | | | (911.5) | | | | | | | | | | | | | | |

Generally, the transaction price associated with contracts with direct customers is set at the standalone selling price and is not variable.

The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions.

After the transaction price has been determined and allocated to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied.

Renewals or extensions of these assets are expensed as incurred.

Beginning in fiscal 2023, the TCJA eliminates the option to currently deduct R&D costs in the year incurred for tax purposes and requires that all U.S. and non-U.S. based R&D expenditures be capitalized and amortized over a five-year and fifteen-year period, respectively.

Although it is possible that the U.S. Congress may defer, modify, or repeal this provision, potentially with retroactive effect, the Company has no assurance that the U.S. Congress will take any action with respect to this provision.

Absent any changes to the legislation, cash taxes are expected to increase for several years.

The increase to the cash taxes is not expected to have an adverse effect to the Company’s liquidity.

The actual impact on cash generated

from operations will depend on the amount of R&D costs incurred by the Company, on whether the U.S. Congress modifies or repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Department of the Treasury, among other factors.

Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of its Convertible Debt by estimating the fair values of the (i) liability component without a conversion feature and (ii) the conversion feature.

This resulted in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the Company's consolidated statements of income.

Upon settlement of Convertible Debt instruments, the Company allocated the total consideration between the liability and equity components based on the fair value of the liability component without the conversion feature.

The difference between the consideration allocated to the liability component and the net carrying value of the liability component was recognized as an extinguishment loss or gain.

The remaining settlement consideration was allocated to the equity component and recognized as a reduction of additional paid-in capital in the Company's consolidated balance sheets.

In addition, if the terms of the settlement were different from the contractual terms of the original instrument, the Company recognized an inducement loss, which was measured as the difference between the fair value of the original terms of the instrument and the fair value of the settlement terms.

The Company included the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding Convertible Debt under the treasury stock method as it had the intent and had adopted an accounting policy to settle the principal amount of its Convertible Debt in cash.

This method resulted in incremental dilutive shares when the average price of the Company's common stock for a reporting period exceeded the conversion prices per share.

to time, subject to such litigation and disputes.

Business Segments

Operating segments are components of an enterprise about which separate financial information is regularly reviewed by the chief operating decision maker (CODM) to assess the performance of the component and make decisions about the resources to be allocated to the component.

The Company's President and Chief Executive Officer has been identified as the CODM.

This centralized structure supports a global operating strategy in which the CODM assesses performance and allocates resources based on the Company's consolidated results.

Early adoption is permitted with retrospective application required for all prior periods presented in the financial statements.

This amount was immaterial for fiscal 2022.

The Company's reportable segments are semiconductor products and technology licensing.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Net Sales | | | | | | Gross Profit | | | | | | Net Sales | | | | | | Gross Profit | | | | | | Net Sales | | | | | | Gross Profit | | |

Refer to "Note [removed: 10.][added: 11.]

For the fiscal year ended March 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2023] [added: 2024] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $41.4] [added: $42.2] billion.

Number of shares of Common Stock, $0.001 par [removed: value,] [added: value per share,] outstanding as of May [removed: 16, 2024: 536,885,996] [added: 15, 2025: 539,399,446] shares

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2023] [added: 2024] | | | II | | |

| Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (will be filed within 120 days after the end of the fiscal year to which this report relates) | | | III | | |

| [Item [removed: 1A.](#i1ad66fcde2cf4204829a806ef7448bb9_256)] [added: 1A.](#ie3bf869d266f4ff7b228d2c15547355c_256)] | | | [Risk [removed: Factors](#i1ad66fcde2cf4204829a806ef7448bb9_256)] [added: Factors](#ie3bf869d266f4ff7b228d2c15547355c_256)] | | | [removed: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256)] [added: [13](#ie3bf869d266f4ff7b228d2c15547355c_256)] | | |

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| [Item [removed: 9C.](#i1ad66fcde2cf4204829a806ef7448bb9_367)] [added: 9C.](#ie3bf869d266f4ff7b228d2c15547355c_367)] | | | [Disclosure Regarding Foreign [removed: Jurisdictions](#i1ad66fcde2cf4204829a806ef7448bb9_367) [t](#i1ad66fcde2cf4204829a806ef7448bb9_367)[hat] [added: Jurisdictions that] Prevent [removed: Inspections](#i1ad66fcde2cf4204829a806ef7448bb9_367)] [added: Inspections](#ie3bf869d266f4ff7b228d2c15547355c_367)] | | | [removed: [59](#i1ad66fcde2cf4204829a806ef7448bb9_367)] [added: [61](#ie3bf869d266f4ff7b228d2c15547355c_367)] | | |

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| [Item [removed: 11.](#i1ad66fcde2cf4204829a806ef7448bb9_376)] [added: 11.](#ie3bf869d266f4ff7b228d2c15547355c_376)] | | | [Executive [removed: Compensation](#i1ad66fcde2cf4204829a806ef7448bb9_376)] [added: Compensation](#ie3bf869d266f4ff7b228d2c15547355c_376)] | | | [removed: [60](#i1ad66fcde2cf4204829a806ef7448bb9_376)] [added: [62](#ie3bf869d266f4ff7b228d2c15547355c_376)] | | |

| [Item [removed: 12.](#i1ad66fcde2cf4204829a806ef7448bb9_379)] [added: 12.](#ie3bf869d266f4ff7b228d2c15547355c_379)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1ad66fcde2cf4204829a806ef7448bb9_379)] [added: Matters](#ie3bf869d266f4ff7b228d2c15547355c_379)] | | | [removed: [60](#i1ad66fcde2cf4204829a806ef7448bb9_379)] [added: [62](#ie3bf869d266f4ff7b228d2c15547355c_379)] | | |

| [Item [removed: 13.](#i1ad66fcde2cf4204829a806ef7448bb9_382)] [added: 13.](#ie3bf869d266f4ff7b228d2c15547355c_382)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1ad66fcde2cf4204829a806ef7448bb9_382)] [added: Independence](#ie3bf869d266f4ff7b228d2c15547355c_382)] | | | [removed: [61](#i1ad66fcde2cf4204829a806ef7448bb9_382)] [added: [63](#ie3bf869d266f4ff7b228d2c15547355c_382)] | | |

| [Item [removed: 14.](#i1ad66fcde2cf4204829a806ef7448bb9_385)] [added: 14.](#ie3bf869d266f4ff7b228d2c15547355c_385)] | | | [Principal Accountant Fees and [removed: Services](#i1ad66fcde2cf4204829a806ef7448bb9_385)] [added: Services](#ie3bf869d266f4ff7b228d2c15547355c_385)] | | | [removed: [61](#i1ad66fcde2cf4204829a806ef7448bb9_385)] [added: [63](#ie3bf869d266f4ff7b228d2c15547355c_385)] | | |

| [Item [removed: 15.](#i1ad66fcde2cf4204829a806ef7448bb9_391)] [added: 15.](#ie3bf869d266f4ff7b228d2c15547355c_391)] | | | [Exhibits and Financial Statement [removed: Schedules](#i1ad66fcde2cf4204829a806ef7448bb9_391)] [added: Schedules](#ie3bf869d266f4ff7b228d2c15547355c_391)] | | | [removed: [62](#i1ad66fcde2cf4204829a806ef7448bb9_391)] [added: [64](#ie3bf869d266f4ff7b228d2c15547355c_391)] | | |

| [Item [removed: 16.](#i1ad66fcde2cf4204829a806ef7448bb9_394)] [added: 16.](#ie3bf869d266f4ff7b228d2c15547355c_394)] | | | [Form 10-K [removed: Summary](#i1ad66fcde2cf4204829a806ef7448bb9_394)] [added: Summary](#ie3bf869d266f4ff7b228d2c15547355c_394)] | | | [removed: [62](#i1ad66fcde2cf4204829a806ef7448bb9_394)] [added: [64](#ie3bf869d266f4ff7b228d2c15547355c_394)] | | |

| 0.983% 2024 Notes | | | | | | 2024 Senior Unsecured Notes, [removed: maturing] [added: matured] on September 1, 2024 | | |

| 2015 Senior Convertible Debt | | | | | | 2015 Senior Convertible Debt, [removed: maturing] [added: matured] on February 15, 2025 | | |

| 2020 Senior Convertible Debt | | | | | | 2020 Senior Convertible Debt, [removed: maturing] [added: matured] on November 15, 2024 | | |

| 2025 Term Loan Facility | | | | | | $750.0 million term loan facility created pursuant to the [added: First Incremental Term Loan Amendment, dated as of August 31, 2023, as further] amended [added: by the Second Amendment to the Amended and Restated] Credit [removed: Agreement] [added: Agreement, dated as of November 8, 2024 which was fully repaid in December 2024] | | |

| Convertible Debt | | | | | | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, [added: 2024 Senior Convertible Debt,] and 2017 Junior Convertible Debt prior to the May 2023 settlement | | |

| Credit Agreement | | | | | | Amended and Restated Credit Agreement, dated as of December 16, 2021, among the Company, as borrower, the lenders from time to time party thereto, and J.P. Morgan Chase Bank, N.A., as administrative agent, as amended by the [removed: First Incremental Term Loan Amendment,] [added: Second Amended and Restated Credit Agreement,] dated as of [removed: August 31, 2023] [added: March 25, 2025] | | |

| Revolving Credit Facility | | | | | | $2.75 billion revolving credit facility created pursuant to the Credit [added: Agreement, reduced to $2.25 billion pursuant to the Second Amended and Restated Credit] Agreement | | |

| Senior Indebtedness | | | | | | Revolving Credit Facility, 2025 Term Loan Facility, Commercial Paper, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, 4.250% 2025 Notes, [removed: and] [added: 4.900% 2028 Notes,] 5.050% 2029 [added: Notes, and 5.050% 2030] Notes | | |

| Senior Notes | | | | | | [removed: 4.333% 2023 Notes,] 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, 4.250% 2025 Notes, [removed: and] [added: 4.900% 2028 Notes,] 5.050% 2029 [added: Notes, and 5.050% 2030] Notes | | |

Risk Factors," beginning below at page [removed: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256),] [added: [13](#ie3bf869d266f4ff7b228d2c15547355c_256),] and elsewhere in this Form 10-K.

With over [removed: 30] [added: 35] years of technology leadership, our broad product portfolio offers a Total System Solution (TSS) for our customers that can provide a large portion of the silicon requirements in their applications.

Our synergistic product portfolio empowers disruptive growth trends, including [removed: 5G,] [added: AI/ML,] data centers, [removed: sustainability,] [added: edge computing and] Internet of Things [removed: (IoT) and edge computing, advanced driver assist systems (ADAS)] [added: (IoT), E-mobility, networking] and [removed: autonomous driving,] [added: connectivity,] and [removed: electric vehicles,] [added: sustainability] in key end markets such as automotive, aerospace and defense, communications, consumer appliances, data centers and computing, and industrial.

- smart [removed: home and] [added: home,] IoT [added: and AI/ML] edge devices

[removed: By owning wafer fabrication facilities and our assembly and test operations, and by employing] statistical [removed: techniques (such as statistical] process control, designed experiments and wafer level monitoring), we have been able to achieve and maintain high production yields.

| Depositary Shares, each representing a 1/20th interest in a share of 7.50% Series A Mandatory Convertible Preferred Stock, $0.001 par value per share | | | MCHPP | | | NASDAQ Stock Market LLC | | |

| | | | (Nasdaq Global Select Market) | | | | | |

| [Item 1.](#ie3bf869d266f4ff7b228d2c15547355c_307) | | | [Business](#ie3bf869d266f4ff7b228d2c15547355c_307) | | | [5](#ie3bf869d266f4ff7b228d2c15547355c_307) | | |

| [Item 2.](#ie3bf869d266f4ff7b228d2c15547355c_340) | | | [Properties](#ie3bf869d266f4ff7b228d2c15547355c_340) | | | [43](#ie3bf869d266f4ff7b228d2c15547355c_340) | | |

| [Item 6.](#ie3bf869d266f4ff7b228d2c15547355c_349) | | | [\[Reserved\]](#ie3bf869d266f4ff7b228d2c15547355c_349) | | | [45](#ie3bf869d266f4ff7b228d2c15547355c_349) | | |

| | | | [Exhibit Index](#ie3bf869d266f4ff7b228d2c15547355c_415) | | | [65](#ie3bf869d266f4ff7b228d2c15547355c_415) | | |

| | | | [Signatures](#ie3bf869d266f4ff7b228d2c15547355c_418) | | | [70](#ie3bf869d266f4ff7b228d2c15547355c_418) | | |

| | | | [Power of Attorney](#ie3bf869d266f4ff7b228d2c15547355c_397) | | | [71](#ie3bf869d266f4ff7b228d2c15547355c_397) | | |

| 4.900% 2028 Notes | | | | | | 2028 Senior Unsecured Notes, maturing on March 15, 2028 | | |

| 5.050% 2030 Notes | | | | | | 2030 Senior Unsecured Notes, maturing on February 15, 2030 | | |

| 2024 Senior Convertible Debt | | | | | | 2024 Senior Convertible Debt, maturing on June 1, 2030 | | |

| Depositary Shares | | | | | | Depositary Shares, each representing a 1/20th interest in a share of Series A Preferred Stock | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Series A Preferred Stock | | | | | | 7.50% Series A Mandatory Convertible Preferred Stock $0.001 par value | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

Our strategic focus includes general purpose and specialized 8-bit, 16-bit, and 32-bit mixed-signal microcontroller, microprocessors, analog, FPGA, and memory products.

In July 2024, we entered the 64-bit mixed-signal microprocessor market furthering our expansion beyond 32-bit architecture.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

In July 2024, we entered the 64-bit mixed-signal microprocessor market furthering our expansion beyond 32-bit architecture.

64-bit microprocessors offer even greater computational power and are often utilized in applications requiring advanced processing capabilities, such as data-intensive tasks and sophisticated system operations such as Linux.

In July 2024, we entered the 64-bit mixed-signal microprocessor market.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

By owning wafer fabrication facilities and our assembly and test operations, and by employing statistical techniques (such as

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

We outsource a significant portion of our manufacturing requirements to third parties.

On March 3, 2025, we announced the closure of our Fab 2 manufacturing operations.

The Fab 2 closure was completed in May 2025 and the Fab 2 facility and equipment are currently available for sale.

With our inventory levels being high and having ample capacity in place, we announced our decision to close Fab 2, which we expect will generate annual cash savings of approximately $90 million.

All of the process technologies will be transferred from Fab 2 to Fab 4 and Fab 5 factories and many such technologies are already running in Fab 4 and Fab 5, both of which have ample clean room space for expansion.

Consistent with the macroeconomic environment during fiscal 2025, our capacity expansion activity at Fab 4 and Fab 5 remained paused and we have reduced our planned capital investments through fiscal 2026.

In addition to the Fab 2 closure, which commenced in the fourth quarter of fiscal 2025, we reduced headcount at Fab 4, Fab 5 and our backend manufacturing facility in the Philippines.

We expect approximately $90 million in annual savings related to the closure of Fab 2, plus approximately $25 million in annual savings from the temporarily reduced compensation costs in Fab 4 and Fab 5.

In fiscal 2025, approximately 36% of our sales came from products produced at our own wafer fabrication facilities that are located in the U.S. There are benefits to having our own U.S. wafer fabrication facilities such as increased IP protection and security, increased supply chain resilience and the ability to manage production costs.

Diversifying our wafer production geographically can help prevent disruptions that may be caused by geopolitical tensions, tariffs or natural disasters.

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In fiscal 2025, we derived 45% of our net sales through distributors compared to 55% of our net sales from customers serviced directly by us.

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Information About our Executive Officers

| | | | | | | | | |

| [Item 1.](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | | [Business](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | | [4](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | |

| [Item 2.](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | | [Properties](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | | [41](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | |

| [Item 6.](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | | [\[Reserved\]](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | | [43](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | |

| | | | [Exhibit Index](#i1ad66fcde2cf4204829a806ef7448bb9_397) | | | [63](#i1ad66fcde2cf4204829a806ef7448bb9_397) | | |

| | | | [Signatures](#i1ad66fcde2cf4204829a806ef7448bb9_400) | | | [67](#i1ad66fcde2cf4204829a806ef7448bb9_400) | | |

| | | | [Power of Attorney](#i1ad66fcde2cf4204829a806ef7448bb9_403) | | | [68](#i1ad66fcde2cf4204829a806ef7448bb9_403) | | |

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We outsource a significant portion of our manufacturing requirements to third parties and the amount of our outsourced manufacturing has increased in recent years due to our acquisitions of companies that outsourced all or substantial portions

of their manufacturing.

Fab 2 currently produces 8-inch wafers and supports various manufacturing process technologies, and predominantly utilizes our 0.25 microns to 1.0 microns processes.

During fiscal 2024, we reduced wafer starts in Fab 2 to decrease production to be more in line with demand for our products.

Fab 2 continues to add additional process technologies, implement process improvements, upgrade existing equipment, and add equipment to support future demand.

In light of the current macroeconomic environment, we have paused capacity expansion while continuing new technology implementation in all three facilities.

The manufacture of integrated circuits, particularly non-volatile, erasable

countries as China and Taiwan.

subsidize educational programs and advanced certifications.

We have an employee resource group for women and one for employees from traditionally underrepresented groups in order to support readiness for future advancement.

Executive Officers of the Registrant

| Ganesh Moorthy | | | | | | 64 | | | | | | President, Chief Executive Officer, and Director | | |

| Stephen V. Drehobl | | | | | | 62 | | | | | | Senior Vice President, MCU8 and MCU16 Business Units | | |

Mr. Moorthy has served as President since February 2016 and Chief Operating Officer since June 2009.

He also served as Executive Vice President from October 2006 to August 2012 and as a Vice President in various roles since he joined Microchip in 2001.

Prior to this time, he served in various executive capacities with other semiconductor companies.

Mr. Moorthy holds an M.B.A. in Marketing from National University, a B.S. degree in Electrical Engineering from the University of Washington and a B.S. degree in Physics from the University of Mumbai, India.

Mr. Moorthy served on the Board of Directors of Rogers Corporation from July 2013 to January 2024 and also served on the Audit Committee of the Board and as the Nominating, Governance and Sustainability Committee Chairperson.

Mr. Moorthy was elected to the Board of Directors of Celanese Corporation in December 2023 and serves on the Audit Committee and as the Nominating and Corporate Governance Committee Chairperson.

*Mr. Sanghi* transitioned to Executive Chair in March 2021.

He has been employed by Microchip since August 1989 and

Mr. Drehobl holds a Bachelor of Technology degree from the University of Dayton.

In April 2024, Mr. Drehobl notified us of his decision to retire from Microchip effective June 7, 2024.

Our CISO is a former CPA that has [removed: 34] [added: 35] years of experience in leading global accounting and business information systems groups including strategy, applications, infrastructure, information security, support, and execution.

As of March 31, [removed: 2024,] [added: 2025,] we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents that have materially affected Microchip, our business strategy, our results of operations or our financial condition.

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At March 31, [removed: 2024,] [added: 2025,] we owned and used the facilities described below:

| Tempe, [removed: Arizona] [added: Arizona(1)] | | | | | | 388,100 | | | | | | Wafer fabrication (Fab 2), R&D center, warehousing and administrative offices | | |

(1) Our Fab 2 wafer fabrication facility located in Tempe, Arizona is classified as held for sale as of March 31, 2025.

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[removed: ][added: ]

*$100 invested on March 31, [removed: 2019] [added: 2020] in stock or index, including reinvestment of dividends

Copyright © [removed: 2024] [added: 2025] Standard & Poor's, a division of S&P Global.

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

On May [removed: 16, 2024,] [added: 15, 2025,] there were approximately [removed: 543] [added: 541] holders of record of our common stock.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," at page [removed: [60](#i1ad66fcde2cf4204829a806ef7448bb9_379)] [added: [62](#ie3bf869d266f4ff7b228d2c15547355c_379)] below, for the information required by Item 201(d) of Regulation S-K with respect to securities authorized for issuance under our equity compensation plans at March 31, [removed: 2024.][added: 2025.]

| Microchip Technology Incorporated | | | 100.00 | | | | | | 231.89 | | | | | | 227.33 | | | | | | 257.73 | | | | | | 281.73 | | | | | | 155.82 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 156.35 | | | | | | 180.81 | | | | | | 166.84 | | | | | | 216.69 | | | | | | 234.58 | | |

| Philadelphia Semiconductor Index | | | 100.00 | | | | | | 209.98 | | | | | | 233.18 | | | | | | 233.07 | | | | | | 342.64 | | | | | | 301.01 | | |

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None.

| Microchip Technology Incorporated | | | 100.00 | | | | | | 83.05 | | | | | | 192.59 | | | | | | 188.72 | | | | | | 214.05 | | | | | | 233.99 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 93.02 | | | | | | 145.44 | | | | | | 168.20 | | | | | | 155.20 | | | | | | 201.57 | | |

| Philadelphia Semiconductor Index | | | 100.00 | | | | | | 110.38 | | | | | | 231.77 | | | | | | 257.39 | | | | | | 246.23 | | | | | | 378.21 | | |

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The following table sets forth our purchases of our common stock in the three months ended March 31, 2024:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced program | | | | | | Approximate dollar value of shares that may yet be purchased under the program(1) (in millions) | | |

| January 1, 2024 - January 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| February 1, 2024 - February 29, 2024 | | | | | | 2,790,831 | | | | | | $ | 83.05 | | | | | 2,790,831 | | | | | | | | |

| March 1, 2024 - March 31, 2024 | | | | | | 1,745,924 | | | | | | $ | 89.10 | | | | | 1,745,924 | | | | | | | | |

| | | | | | | 4,536,755 | | | | | | | | | | | | 4,536,755 | | | | | | $ | 1,646.5 | |

(1) In November 2021, our Board of Directors authorized the repurchase of up to $4.00 billion of our common stock in the open market or in privately negotiated transactions.

There is no expiration date associated with this authorization.

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Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we [added: file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.]

Management assessed our internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] the end of our fiscal year.

Management based its assessment on criteria established in Internal Control *–* Integrated Framework (2013 framework) [removed: issued by the Committee of Sponsoring Organizations of the Treadway Commission.]

Ernst & Young LLP, an independent registered public accounting firm, who audited our consolidated financial statements included in this Form 10-K has issued an attestation report on our internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] which is included on page [removed: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415).][added: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409).]

During the three months ended March 31, [removed: 2024,] [added: 2025,] there was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

*Board of Directors Matters*

On May 20, 2025, Karlton Johnson informed our Board of Directors (the "Board") of his decision to step down from the Board, effective as of that date, in order to pursue other professional and governance commitments.

Mr. Johnson's decision was not the result of any disagreement with the Company, its management, or the Board.

Mr. Johnson expressed his appreciation for the opportunity to serve, and the Board thanks Mr. Johnson for his service and contributions during his tenure on the Board.

Upon the effectiveness of Mr. Johnson's decision, the Board approved a resolution to reduce the authorized number of directors from seven to six.

*Change of Control Agreements*

On May 21, 2024, our Board of Directors approved a form of Change of Control Severance Agreement (the “Severance Agreement”) and authorized the Company to enter into such an agreement with Ganesh Moorthy, our Chief Executive Officer and President; Richard Simoncic, our Chief Operating Officer and J.

Eric Bjornholt, our Senior Vice President and Chief Financial Officer.

The Severance Agreement provides that following the termination of employment under certain conditions (as described below) within the period beginning three months prior to a change of control of the company and ending on the two-year anniversary of the change of control (the “change of control period”), the executive’s employment is terminated by the company other than for “cause,” death or disability, or the executive resigns for “good reason,” then the executive will be entitled to receive:

- a lump sum payment equal to twenty four months (for Mr. Moorthy) and eighteen months (for Messrs.

Simoncic and Bjornholt) of his then-current annual base salary;

- a lump sum payment equal to two hundred percent (200%) (for Mr. Moorthy) and one hundred and fifty percent (150%) (for Messrs.

Simoncic and Bjornholt) of the employee’s highest annual incentive compensation amount paid during any of the preceding three (3) full plan years;

- a lump sum payment representing the cost of COBRA premiums for medical, vision and dental coverage for the employee and employee’s eligible dependents for twenty-four months (for Mr. Moorthy) and eighteen months (for Messrs.

Simoncic and Bjornholt); and

- accelerated vesting as to one hundred percent (100%) of the employee’s outstanding equity awards subject to service-based vesting and accelerated vesting of outstanding equity awards subject to performance-based vesting criteria at the greater of target performance or the amount provided under the terms of the individual award agreement.

The Severance Agreement conditions receipt of the severance payments and benefits under the agreement on the executive entering into a release of claims in favor of the company.

The Severance Agreement will supersede and replace the terms of the existing change in control severance agreements with Mr. Moorthy, Mr. Simoncic and Mr. Bjornholt.

The Severance Agreement effects certain changes to the existing change of control agreements for such executives including, for each such executive, the elimination of the payment to cover excise taxes under Section 4999 of the Internal Revenue Code if the payments provided in the change of control agreement result in “parachute payments” under Section 280G of the Internal Revenue Code and, for Mr. Bjornholt, the elimination of single-trigger vesting of all equity compensation upon a change of control.

The foregoing description of the form of Severance Agreement to be entered into with the executives specified above is qualified in its entirety by reference to the full text of the form of Change in Control Severance Agreement, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 10.27.

*Board Member Retirement*

On May 20, 2024, Wade Meyercord informed us of his retirement from our Board of Directors effective immediately prior to our Annual Meeting of Stockholders to be held on August 20, 2024.

We thank Mr. Meyercord for his many years of service on the Board of Directors.

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Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under the captions "The Board of Directors," and "Proposal One – Election of Directors."

Information on the composition of our audit committee and the members of our audit committee, including information on our audit committee financial experts, is incorporated by reference to our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under the caption "The Board of Directors – Committees of the Board of Directors – Audit Committee."

Information on our executive officers is provided in Item 1, Part I of this Form 10-K under the caption [removed: "Executive Officers of the Registrant"] [added: "Information About Our Executive Officers"] at page [removed: [11](#i1ad66fcde2cf4204829a806ef7448bb9_328),] [added: [12](#ie3bf869d266f4ff7b228d2c15547355c_334),] above.

Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under the caption "Delinquent Section 16(a) Reports."

Information with respect to our code of ethics that applies to our directors, executive officers (including our principal executive officer and our principal financial and accounting officer) and employees is incorporated by reference to our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under the caption "Code of Business Conduct and Ethics." A copy of our Code of Business Conduct and Ethics is available on our website at the Investor Relations section under Mission Statement/Corporate Governance on www.microchip.com.

Information regarding material changes, if any, to procedures by which security holders may recommend nominees to our Board of Directors is incorporated by reference to our proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

A copy of our insider trading policies and procedures is filed [removed: with this Annual Report on Form 10-K] [added: through incorporation by reference] as Exhibit [removed: 19.1.][added: 19.1 hereto.]

Information with respect to executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

Information with respect to director compensation is incorporated herein by reference to the information under the caption "The Board of Directors – Director Compensation" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

Information with respect to compensation committee interlocks and insider participation in compensation decisions is incorporated herein by reference to the information under the caption "The Board of Directors – Compensation Committee Interlocks and Insider Participation" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

Our Board compensation committee report on executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation – Compensation Committee Report on Executive Compensation" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

Information with respect to securities authorized for issuance under our equity compensation plans is incorporated herein by reference to the information under the caption "Executive Compensation – Equity Compensation Plan Information" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and management is incorporated herein by reference to the information under the caption "Security Ownership of Principal Stockholders, Directors and Executive Officers" in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

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The information required by this Item pursuant to Item 404 of Regulation S-K is incorporated by reference to the information under the caption "Certain Transactions" contained in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

The information required by this Item pursuant to Item 407(a) of Regulation S-K regarding the independence of our directors is incorporated by reference to the information under the caption "Meetings of the Board of Directors" contained in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

The information required by this Item related to principal accountant fees and services as well as related pre-approval policies is incorporated by reference to the information under the caption "Independent Registered Public Accounting Firm" contained in our proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders.

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| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i1ad66fcde2cf4204829a806ef7448bb9_412)] [added: F-[1](#ie3bf869d266f4ff7b228d2c15547355c_406)] | | |

| | | | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415)] [added: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409)] | | |

| | | | Consolidated Balance Sheets as of March 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[4](#i1ad66fcde2cf4204829a806ef7448bb9_16)] [added: F-[4](#ie3bf869d266f4ff7b228d2c15547355c_16)] | | |

| | | | Consolidated Statements of [added: Comprehensive] Income for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[5](#i1ad66fcde2cf4204829a806ef7448bb9_19)] [added: F-[6](#ie3bf869d266f4ff7b228d2c15547355c_22)] | | |

| | | | Consolidated Statements of [removed: Comprehensive Income] [added: Operations] for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[6](#i1ad66fcde2cf4204829a806ef7448bb9_22)] [added: F-[5](#ie3bf869d266f4ff7b228d2c15547355c_19)] | | |

| | | | Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[7](#i1ad66fcde2cf4204829a806ef7448bb9_25)] [added: F-[7](#ie3bf869d266f4ff7b228d2c15547355c_25)] | | |

| | | | Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[9](#i1ad66fcde2cf4204829a806ef7448bb9_28)] [added: F-[9](#ie3bf869d266f4ff7b228d2c15547355c_28)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: F-[10](#i1ad66fcde2cf4204829a806ef7448bb9_31)] [added: F-[11](#ie3bf869d266f4ff7b228d2c15547355c_31)] | | |

| 4.1 | | | [Indenture dated as of February [removed: 11, 2015] [added: 15, 2017] between Microchip Technology Incorporated and Wells Fargo Bank, [removed: N.A.] [added: National Association] (including Form of Global 1.625% Convertible Senior Subordinated Note due [removed: 2025)](https://www.sec.gov/Archives/edgar/data/827054/000119312515044138/d870240dex41.htm)] [added: 2027)](https://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | February [removed: 11, 2015] [added: 15, 2017] | | | | | |

| [removed: 4.2] [added: 4.5] | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: February 15, 2017] [added: December 1, 2020,] between Microchip Technology Incorporated and Wells Fargo Bank, National [removed: Association (including Form of Global 1.625% Convertible Senior Subordinated Note due 2027)](https://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex41.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | [removed: February 15, 2017] [added: December 2, 2020] | | | | | |

| [removed: 4.3] [added: 4.2] | | | [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex43q4fy24.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex42q4fy25.htm)] | | | | | | | | | | | | | | | | | | X | | |

| [removed: 4.4] [added: 4.3] | | | [Senior Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | June 3, 2020 | | | | | |

| [removed: 4.5] [added: 4.4] | | | [Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2 of 8-K filed on June 3, 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm) | | | 8-K | | | 000-21184 | | | | | | 4.4 | | | June 3, 2020 | | | | | |

| [removed: 4.6] [added: 4.12] | | | [Indenture, dated as of [removed: December 1, 2020,] [added: May 31, 2024, by and] between Microchip Technology Incorporated and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | [removed: December 2, 2020] [added: May 31, 2024] | | | | | |

| [removed: 4.7] [added: 4.6] | | | [Form of 0.125% Convertible Senior Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 2, 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December 2, 2020 | | | | | |

| [removed: 4.8] [added: 4.7] | | | [Senior Secured Notes Indenture, dated as of May 28, 2021, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | May 28, 2021 | | | | | |

| [removed: 4.9] [added: 4.8] | | | [Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021)](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 28, 2021 | | | | | |

| [removed: 4.10] [added: 4.9] | | | [Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/310568/000119312524053389/d768941dex41.htm) | | | S-3ASR | | | 333-277512 | | | | | | 4.1 | | | February 29, 2024 | | | | | |

| [removed: 4.11] [added: 4.10] | | | [First Supplemental Indenture, dated as of March 7, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | March 7, 2024 | | | | | |

| [removed: 4.12] [added: 4.11] | | | [Form of Global Note for the 5.050% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | March 7, 2024 | | | | | |

| [removed: 10.1] [added: 10.2] | | | [Form of Capped Call [removed: Confirmation](https://www.sec.gov/Archives/edgar/data/827054/000119312520298744/d128744dex102.htm)] [added: Transaction Confirmation](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex101.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 10.2] [added: 10.1] | | | [removed: November 20, 2020] [added: March 25, 2025] | | | | | |

| [removed: 10.2] [added: 10.3] | | | [Amended and Restated Credit Agreement, dated as of December 16, 2021, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/827054/000082705421000314/ex-101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 16, 2021 | | | | | |

| [removed: 10.3] [added: 10.4] | | | [First Incremental Term Loan Amendment to the Amended and Restated Credit Agreement, dated as of August 31, 2023, by and among Microchip Technology Incorporated, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders thereto](https://www.sec.gov/Archives/edgar/data/827054/000082705423000185/ex104q2fy24.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.4 | | | November 2, 2023 | | | | | |

| [removed: 10.4] [added: 10.7] | | | [Form of Dealer Agreement between Microchip Technology Incorporated, as issuer, and the applicable Dealer party thereto](https://www.sec.gov/Archives/edgar/data/827054/000082705423000170/ex-101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | September 15, 2023 | | | | | |

| [removed: 10.5] [added: 10.8] | | | [Form of Indemnification Agreement between Registrant and its directors and certain of its officers](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm) | | | 10-K | | | 000-21184 | | | | | | 10.4 | | | May 20, 2022 | | | | | |

| [removed: 10.6*] [added: 10.9*] | | | [Management Incentive Compensation Plan (as amended through February 26, 2021)](https://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |

| [removed: 10.7*] [added: 10.10*] | | | [Microchip Technology Incorporated Supplemental Retirement Plan](https://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_1.txt) | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |

| [removed: 10.8*] [added: 10.11*] | | | [Amendments to Supplemental Retirement Plan](https://www.sec.gov/Archives/edgar/data/827054/000110465906007461/a06-4622_1ex10d1.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |

| [removed: 10.9*] [added: 10.12*] | | | [Amended and Restated Adoption Agreement for the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 2024](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex109q4fy24.htm) | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.9] | | | [added: May 23, 2024] | | | [removed: X] | | |

| [removed: 10.10*] [added: 10.14*] | | | [2001 Employee Stock Purchase Plan, as amended and restated through August 22, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000147/ex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | August 23, 2023 | | | | | |

| [removed: 10.11*] [added: 10.15*] | | | [1994 International Employee Stock Purchase Plan, as amended and restated through August 22, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000147/ex102.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | August 23, 2023 | | | | | |

| [removed: 10.12*] [added: 10.16*] | | | [2004 Equity Incentive Plan, as amended [removed: through April 6, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000132/ex101q1fy24.htm)] [added: and restated August 20, 2024](https://www.sec.gov/Archives/edgar/data/827054/000082705424000168/ex_101.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 000-21184 | | | | | | 10.1 | | | August [removed: 3, 2023] [added: 22, 2024] | | | | | |

| [removed: 10.13*] [added: 10.17*] | | | [Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)](https://www.sec.gov/Archives/edgar/data/827054/000104746904032009/a2145061zex-4_5.htm) | | | S-8 | | | 333-119939 | | | | | | 4.5 | | | October 25, 2004 | | | | | |

| [removed: 10.14*] [added: 10.18*] | | | [Form of RSU Grant Notice and Global RSU Agreement V-4004](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1017grantnoticeandgl.htm) | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |

| [removed: 10.15*] [added: 10.19*] | | | [Form of Notice of Stock Option Grant and Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1018noticeofstockopt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |

| [removed: 10.16*] [added: 10.20*] | | | [Form of CEO RSU Grant and RSU Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |

| [removed: 10.17*] [added: 10.21*] | | | [Form of Notice of Grant of RSU Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1020s16grantandrsuagt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |

| [removed: 10.18*] [added: 10.22*] | | | [removed: [Notice] [added: [Form] of [added: Notice of] Grant of Restricted Stock Units (TSR)](https://www.sec.gov/Archives/edgar/data/827054/000082705420000019/exhibit101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |

| [removed: 10.19*] [added: 10.23*] | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm) | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 20, 2022 | | | | | |

| [removed: 10.20*] [added: 10.24*] | | | [Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm) | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 20, 2022 | | | | | |

| [removed: 10.21*] [added: 10.25*] | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | November 3, 2022 | | | | | |

| [removed: 10.22*] [added: 10.26*] | | | [Amended and Restated Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 2, 2023 | | | | | |

| [removed: 10.23*] [added: 10.27*] | | | [removed: [Notice] [added: [Form] of [added: Notice of] Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1011q4fy23.htm) | | | 10-K | | | 000-21184 | | | | | | 10.11 | | | May 25, 2023 | | | | | |

| [removed: 10.24*] [added: 10.28*] | | | [removed: [Notice] [added: [Form] of [added: Notice of] Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1012q4fy23.htm) | | | 10-K | | | 000-21184 | | | | | | 10.12 | | | May 25, 2023 | | | | | |

| [removed: 10.25*] [added: 10.31*] | | | [Change of Control Severance [removed: Agreement (Single Trigger)](https://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex1027q4fy24.htm)] | | | [removed: 8-K] [added: 10-K] | | | 000-21184 | | | | | | [removed: 10.1] [added: 10.27] | | | [removed: December 18, 2008] [added: May 23, 2024] | | | | | |

| 19.1 | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex191q4fy24.htm) | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 19.1] | | | [added: May 23, 2024] | | | [removed: X] | | |

| 19.2 | | | [Requirements for 10b5-1 Trading Plans](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex192q4fy24.htm) | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 19.2] | | | [added: May 23, 2024] | | | [removed: X] | | |

| 21.1 | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex211q4fy24.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex211q4fy25.htm)] | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| 3.3 | | | [Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective March 25, 2025](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex31.htm) | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | March 25, 2025 | | | | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| 4.13 | | | [Form of 0.75% Convertible Senior Notes due 2030 (included in Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 31, 2024 | | | | | |

| 4.14 | | | [Second Supplemental Indenture, dated as of December 16, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | December 16, 2024 | | | | | |

| 4.15 | | | [Form of Global Note for the 4.900% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December 16, 2024 | | | | | |

| 4.16 | | | [Form of Global Note for the 5.050% Senior Notes due 2030 (included as Exhibit B to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.3 | | | December 16, 2024 | | | | | |

| 4.17 | | | [Form of Certificate for the 7.50% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex31.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | March 25, 2025 | | | | | |

| 4.18 | | | [Deposit Agreement, dated as of March 25, 2025, among Microchip Technology Incorporated and Equiniti Trust Company, LLC, acting as Depositary, and the holders from time to time of the depositary receipts described therein](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex42.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | March 25, 2025 | | | | | |

| 4.19 | | | [Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex42.htm) | | | 8-K | | | 000-21184 | | | | | | 4.3 | | | March 25, 2025 | | | | | |

| 10.1 | | | [Form of Capped Call Transaction Confirmation](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | May 31, 2024 | | | | | |

| 10.5 | | | [Second Amendment to the Amended and Restated Credit Agreement, dated as of November 8, 2024, by and among Microchip Technology Incorporated, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/827054/000119312524254346/d909123dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | November 12, 2024 | | | | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| 10.6 | | | [Second Amended and Restated Credit Agreement, dated as of March 25, 2025, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/827054/000119312525062534/d931383dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 25, 2025 | | | | | |

| 10.13* | | | [Retirement Agreement and Release, dated as of November 22, 2024, by and between Microchip Technology Incorporated and Ganesh Moorthy](https://www.sec.gov/Archives/edgar/data/827054/000082705425000019/ex102q3fy25.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | February 6, 2025 | | | | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| 10.29* | | | [Form of Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1029q4fy25.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.30* | | | [Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1030q4fy25.htm) | | | | | | | | | | | | | | | | | | X | | |

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[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

EXHIBIT INDEX

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |

| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

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[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| 10.26* | | | [Change of Control Severance Agreement (Double Trigger)](https://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |

| 10.27* | | | [Change of Control Severance Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex1027q4fy24.htm) | | | | | | | | | | | | | | | | | | X | | |

| May 23, 2024 | | | By: /s/ Ganesh Moorthy | | |

| | | | Ganesh Moorthy | | |

| /s/ Karlton D. Johnson | | | | | | | | | Director | | | | | | May 23, 2024 | | |

| Karlton D. Johnson | | | | | | | | | | | | | | | | | |

| /s/ Wade F. Meyercord | | | | | | | | | Director | | | | | | May 23, 2024 | | |

| Wade F. Meyercord | | | | | | | | | | | | | | | | | |

| /s/ Robert A. Rango | | | | | | | | | Director | | | | | | May 23, 2024 | | |

| Robert A. Rango | | | | | | | | | | | | | | | | | |

YEAR ENDED MARCH 31, [removed: 2024][added: 2025]

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i1ad66fcde2cf4204829a806ef7448bb9_412)] [added: F-[1](#ie3bf869d266f4ff7b228d2c15547355c_406)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415)] [added: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409)] | | |

| Consolidated Balance Sheets as of March 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[4](#i1ad66fcde2cf4204829a806ef7448bb9_16)] [added: F-[4](#ie3bf869d266f4ff7b228d2c15547355c_16)] | | |

| Consolidated Statements of [added: Comprehensive] Income for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[5](#i1ad66fcde2cf4204829a806ef7448bb9_19)] [added: F-[6](#ie3bf869d266f4ff7b228d2c15547355c_22)] | | |

| Consolidated Statements of [removed: Comprehensive Income] [added: Operations] for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[6](#i1ad66fcde2cf4204829a806ef7448bb9_22)] [added: F-[5](#ie3bf869d266f4ff7b228d2c15547355c_19)] | | |

| Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[7](#i1ad66fcde2cf4204829a806ef7448bb9_25)] [added: F-[7](#ie3bf869d266f4ff7b228d2c15547355c_25)] | | |

| Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2024] [added: 2025] | | | [removed: F-[9](#i1ad66fcde2cf4204829a806ef7448bb9_28)] [added: F-[9](#ie3bf869d266f4ff7b228d2c15547355c_28)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[10](#i1ad66fcde2cf4204829a806ef7448bb9_31)] [added: F-[11](#ie3bf869d266f4ff7b228d2c15547355c_31)] | | |

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Microchip Technology Incorporated

We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated and subsidiaries (the Company) as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May [removed: 23, 2024] [added: 22, 2025] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which it relates.

| *Description of the Matter* | | | | | | As more fully described in Note [removed: 11] [added: 12] to the consolidated financial statements, the Company operates in a number of tax jurisdictions and [added: some of] its income tax returns are [removed: subject to examination] [added: being examined] by [added: local] tax authorities [removed: in those jurisdictions] that [removed: may challenge] [added: have challenged select] tax positions taken on [removed: these] [added: their local] returns. Because the matters challenged by authorities can be complex and subject to interpretation, their ultimate outcome [removed: is] [added: can be] uncertain. [removed: The] [added: For select tax positions the] Company uses significant judgment in (1) determining [removed: whether a tax position,] [added: whether,] based on its technical merits, [added: it] is more-likely-than-not to be sustained upon examination and (2) measuring the amount of tax benefit that qualifies for recognition. [removed: As of March 31, 2024, the Company recognized accrued liabilities for unrecognized tax benefits associated with various tax positions totaling $792.4 million.] Auditing the recognition and measurement of unrecognized tax benefits [added: for the select positions that are currently being challenged by local tax authorities] was challenging and [removed: requires] [added: required] a high degree of auditor judgment and increased extent of effort, including the involvement of our tax professionals, because interpreting and applying tax laws can be complex. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for [removed: unrecognized] [added: the select] tax [removed: benefits.] [added: positions that are currently being challenged by local tax authorities.] This included testing controls over management’s review of the technical merits of [added: these select] tax positions, including the process to [removed: measure their financial statement impact.] [added: evaluate whether there is new information relevant to the select tax positions that are being challenged by local tax authorities.] Our audit procedures included, among others, evaluating the judgments the Company made to develop [removed: its material] [added: the select] tax positions and related unrecognized tax [removed: benefit amounts by jurisdiction and testing the completeness and accuracy of the underlying data used by the Company to measure material unrecognized tax benefits.] [added: benefit.] We involved our tax professionals, including international tax, transfer pricing and local professionals located in [removed: certain material] [added: the relevant] jurisdictions, who used their knowledge and experience to assess the technical merits of [removed: the Company’s] [added: these] tax positions and to evaluate the application of relevant tax laws in the Company’s recognition determination. We assessed the Company’s correspondence with the relevant tax authorities and, as applicable, evaluated tax opinions or other third-party advice obtained by the Company. We also evaluated the adequacy of the Company’s disclosures included in Note [removed: 11] [added: 12] in relation to these [added: select] tax [removed: matters.] [added: positions.] | | |

We have audited Microchip Technology Incorporated and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Microchip Technology Incorporated and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated May [removed: 23, 2024] [added: 22, 2025] expressed an unqualified opinion thereon.

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May 22, 2025

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To the Stockholders and the Board of Directors of Microchip Technology Incorporated

May 22, 2025

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Adoption of ASU No. 2020-06

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for convertible debt instruments in the year ended March 31, 2023 due to the adoption of ASU No. 2020-06, *Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity.*

May 23, 2024