Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

Not applicable.

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
3.1Amended and Restated Certificate of Incorporation of Microchip Technology Incorporated8-K000-211843.1August 26, 2021
3.2Amended and Restated Bylaws effective August 22, 20238-K000-211843.1August 23, 2023
3.3Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective March 25, 20258-K000-211843.1March 25, 2025
4.1Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association (including Form of Global 1.625% Convertible Senior Subordinated Note due 2027)8-K000-211844.1February 15, 2017
4.2Description of Registered SecuritiesX
4.3Senior 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 trustee8-K000-211844.2June 3, 2020
4.4Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2 of 8-K filed on June 3, 2020)8-K000-211844.4June 3, 2020
4.5Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee8-K000-211844.1December 2, 2020
4.6Form of 0.125% Convertible Senior Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 2, 2020)8-K000-211844.2December 2, 2020
4.7Senior 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 agent8-K000-211844.1May 28, 2021
4.8Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021)8-K000-211844.2May 28, 2021
4.9Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trusteeS-3ASR333-2775124.1February 29, 2024
4.10First Supplemental Indenture, dated as of March 7, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee8-K000-211844.1March 7, 2024
4.11Form of Global Note for the 5.050% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)8-K000-211844.2March 7, 2024

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
4.12Indenture, dated as of May 31, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee8-K000-211844.1May 31, 2024
4.13Form of 0.75% Convertible Senior Notes due 2030 (included in Exhibit 4.1)8-K000-211844.2May 31, 2024
4.14Second Supplemental Indenture, dated as of December 16, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee8-K000-211844.1December 16, 2024
4.15Form of Global Note for the 4.900% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1)8-K000-211844.2December 16, 2024
4.16Form of Global Note for the 5.050% Senior Notes due 2030 (included as Exhibit B to Exhibit 4.1)8-K000-211844.3December 16, 2024
4.17Form of Certificate for the 7.50% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1)8-K000-211844.1March 25, 2025
4.18Deposit 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 therein8-K000-211844.2March 25, 2025
4.19Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2)8-K000-211844.3March 25, 2025
10.1Form of Capped Call Transaction Confirmation8-K000-2118410.1May 31, 2024
10.2Form of Capped Call Transaction Confirmation8-K000-2118410.1March 25, 2025
10.3Amended 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 agent8-K000-2118410.1December 16, 2021
10.4First 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 thereto10-Q000-2118410.4November 2, 2023
10.5Second 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 agent8-K000-2118410.1November 12, 2024

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.6Second 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 agent8-K000-2118410.1March 25, 2025
10.7Form of Dealer Agreement between Microchip Technology Incorporated, as issuer, and the applicable Dealer party thereto8-K000-2118410.1September 15, 2023
10.8Form of Indemnification Agreement between Registrant and its directors and certain of its officers10-K000-2118410.4May 20, 2022
10.9*Management Incentive Compensation Plan (as amended through February 26, 2021)8-K000-2118410.1March 2, 2021
10.10*Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.1December 6, 2002
10.11*Amendments to Supplemental Retirement Plan10-Q000-2118410.1February 9, 2006
10.12*Amended and Restated Adoption Agreement for the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 202410-K000-2118410.9May 23, 2024
10.13*Retirement Agreement and Release, dated as of November 22, 2024, by and between Microchip Technology Incorporated and Ganesh Moorthy10-Q000-2118410.2February 6, 2025
10.14*2001 Employee Stock Purchase Plan, as amended and restated through August 22, 20238-K000-2118410.1August 23, 2023
10.15*1994 International Employee Stock Purchase Plan, as amended and restated through August 22, 20238-K000-2118410.2August 23, 2023
10.16*2004 Equity Incentive Plan, as amended and restated August 20, 20248-K000-2118410.1August 22, 2024
10.17*Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)S-8333-1199394.5October 25, 2004
10.18*Form of RSU Grant Notice and Global RSU Agreement V-400410-K000-2118410.17May 30, 2019
10.19*Form of Notice of Stock Option Grant and Stock Option Agreement10-K000-2118410.18May 30, 2019
10.20*Form of CEO RSU Grant and RSU Agreement10-K000-2118410.19May 30, 2019
10.21*Form of Notice of Grant of RSU Agreement10-K000-2118410.20May 30, 2019
10.22*Form of Notice of Grant of Restricted Stock Units (TSR)8-K000-2118410.1January 7, 2020
10.23*Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)10-K000-2118410.18May 20, 2022

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.24*Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan10-K000-2118410.19May 20, 2022
10.25*Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)10-Q000-2118410.1November 3, 2022
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)10-Q000-2118410.1February 2, 2023
10.27*Form of Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)10-K000-2118410.11May 25, 2023
10.28*Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix)10-K000-2118410.12May 25, 2023
10.29*Form of Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)X
10.30*Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Ops Matrix)X
10.31*Change of Control Severance Agreement10-K000-2118410.27May 23, 2024
19.1Insider Trading Policy10-K000-2118419.1May 23, 2024
19.2Requirements for 10b5-1 Trading Plans10-K000-2118419.2May 23, 2024
21.1Subsidiaries of RegistrantX
22.1Subsidiary Guarantors and Issuers of Guaranteed Securities10-Q000-2118422.1February 6, 2025
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of AttorneyX
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)X
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)X
32**Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Compensation Recovery Policy10-K000-2118497.1May 23, 2024
101.INSXBRL Instance Document - the instance document does not appear in the Interactive File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
101.CALTaxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101X
*Compensation plans or arrangements in which directors or executive officers are eligible to participate
** Furnished herewith

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
May 22, 2025By: /s/ Steve Sanghi
Steve Sanghi
Chief Executive Officer and President
(Principal Executive Officer)

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Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or director of Microchip Technology Incorporated, a Delaware corporation (the Company), does hereby constitute and appoint each of STEVE SANGHI and J. ERIC BJORNHOLT, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereto relating to this annual report on Form 10-K, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign such person's name individually and on behalf of the Company as an officer or director (as indicated below opposite such person's signature) to the Company's annual report on Form 10-K or any amendments or supplements thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney revokes any and all previous powers of attorney granted by any of the undersigned which such power would have entitled said attorneys and agents, or any of them, to sign such person's name, individually or on behalf of the Company, to any Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this 22nd day of May, 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and SignatureTitleDate
/s/ Steve SanghiChief Executive Officer and PresidentMay 22, 2025
Steve Sanghi(Principal Executive Officer)
/s/ Ellen L. BarkerDirectorMay 22, 2025
Ellen L. Barker
Director
Rick Cassidy
/s/ Matthew W. ChapmanDirectorMay 22, 2025
Matthew W. Chapman
/s/ Victor PengDirectorMay 22, 2025
Victor Peng
/s/ Karen M. RappDirectorMay 22, 2025
Karen M. Rapp
/s/ J. Eric BjornholtSenior Vice President and Chief Financial OfficerMay 22, 2025
J. Eric Bjornholt(Principal Financial and Accounting Officer)

Table of Contents

Annual Report on Form 10-K

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