Microchip Technology (MCHP) 10-K risk factor changes: FY2026 vs FY2025

- dependence on orders received and shipped in the same quarter, limited visibility to product shipments other than those shipped through our [added: certain] LTSAs;

- risks related to [added: internal] use of artificial intelligence (AI);

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

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

- trade restrictions and increase in tariffs, including those on business in China, or focused on specific [removed: companies;][added: companies or types of products;]

- disruptions in our business, our supply chain or our customers' businesses due to [removed: public health concerns (including viral outbreaks and pandemics),] cybersecurity incidents, terrorist activity, armed conflict, war (including military conflict in the Middle East and Russia's invasion of Ukraine), worldwide oil prices and supply, [added: transportation interruption, public health concerns (including viral outbreaks and pandemics),] fires, natural disasters or disruptions in the transportation system;

- our ability to [removed: continue to] increase [added: or decrease] our factory capacity as needed to respond to changes in customer demand;

- unauthorized [removed: copying] [added: counterfeiting] of our products resulting in pricing pressure and loss of sales;

- our ability to successfully transition to more advanced process technologies to reduce manufacturing [removed: costs;][added: costs or introduce more advanced products, and the ability to produce these products at desired volumes, such as our first 3nm PCIe Gen 6 Switch;]

Our operating results may be adversely impacted by the financial viability and performance of our licensees, customers, distributors, [added: resellers] or suppliers.

We regularly review the financial viability and performance of our licensees, customers, [removed: distributors] [added: distributors, resellers] and suppliers.

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

[added: 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.

Our manufacturing operations require [added: a continuous supply of] raw and processed [removed: materials] [added: materials, components,] and [added: production] equipment that must meet [removed: exacting] [added: stringent performance and quality] standards.

[removed: We] [added: Although we] generally [removed: have] [added: maintain] multiple sources for these [removed: supplies, but there may be] [added: items, only] a limited number of suppliers [added: may be] capable of meeting our [removed: standards.][added: technical requirements.]

[removed: Also, the] [added: In addition,] reduced [added: labor] availability [removed: of necessary labor, the application of sanctions, trade restrictions] or [removed: tariffs by the U.S. or other countries or the impact of] public health [removed: concerns,] [added: concerns] may [removed: adversely] [added: further] impact the [removed: industry] supply chain.

[removed: However,] [added: Although we do not purchase significant amounts of materials, components or equipment from Russia, Belarus, or Ukraine,] the [added: broader] semiconductor [removed: industry, and purchasers of semiconductors, use] [added: industry relies on] raw materials [removed: that are] sourced from these [removed: regions,] [added: regions -] such as neon, palladium, cesium, rubidium, and nickel.

This could have a material adverse effect on our business, results of operations or financial [removed: condition.][added: conditions.]

[removed: Additionally, certain] [added: Certain] materials [removed: are primarily available] [added: used] in [removed: a limited number of countries,] [added: semiconductor manufacturing,] including rare earth elements, minerals, and [removed: metals.][added: metals, are available from a limited number of countries.]

In [removed: April] 2025, China imposed [added: and later expanded] export restrictions [added: and licensing requirements] on certain rare earth [removed: minerals.][added: elements and related magnets.]

Specifically, during fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] approximately [removed: 64%] [added: 65% and 64%, respectively,] of our net sales came from products that were produced at outside wafer foundries.

Specifically, during fiscal [removed: 2025,] [added: 2026,] approximately 33% of our assembly requirements and [removed: 33%] [added: 31%] of our test requirements were performed by third-party contractors compared to approximately [removed: 41%] [added: 33%] of our assembly requirements and [removed: 29%] [added: 33%] of our test requirements during fiscal [removed: 2024.][added: 2025.]

[removed: In the event that] [added: Additionally, if] we [added: have a] need [removed: to increase capacity allocation from our wafer fabrication,] [added: for greater manufacturing,] assembly [removed: and] [added: or] test [removed: subcontractors] [added: capacity] in the [removed: future] [added: future, or greater capacity for certain types of products,] there can be no assurance that we will be able to secure the necessary allocation of capacity from our wafer foundries and other [removed: contractors,] [added: contractors with the process technologies that we need,] or that such capacity will be available on acceptable terms.

[removed: If this occurs, it] [added: These events] 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 facilities or at other foundries and assembly and testing [removed: contractors.][added: contractors, but we believe that we will be able to obtain sufficient capacity from our manufacturing subcontractors.]

During fiscal [removed: 2024,] [added: 2026,] approximately 75% of our net sales were made to foreign customers, including 18% in [removed: China, 12% in Taiwan] [added: China] and [removed: 10%] [added: 15%] in [removed: Germany.][added: Taiwan.]

[removed: In] [added: Throughout] fiscal [removed: 2024] [added: 2024, fiscal 2025] and [removed: in] fiscal [removed: 2025, economic weakness] [added: 2026, changes] in the Chinese market adversely impacted our sales volumes in China.

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

[removed: The] [added: Any] 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.

Further, increasing investment in the semiconductor industry by the Chinese government and various state-owned [removed: of] [added: or] affiliated entities are intended to advance China's stated national policy objectives.

Weakening of foreign markets, especially in China, has resulted in lower demand for our products, which has adversely impacted our revenue in [removed: recent quarters] [added: the past] and, if such conditions continue, it [added: too] 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: [16](#if72c5229435649018159aad160cc6739_138593).][added: [16](#i6e4212d8c8f1432cbdd859709214fb20_153382).]

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 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 [added: material adverse effect on our business.]

[removed: material adverse effect on] our business.

[removed: Further changes in trade policy, tariffs, additional taxes, or restrictions on supplies,] equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial conditions.

We depend on orders that are received and shipped in the same quarter and have limited visibility to product shipments other than orders placed under [removed: our] [added: certain] LTSAs.

For example, in the fourth quarter of fiscal 2023, in fiscal 2024 and in fiscal 2025, we accommodated requests by [added: end] customers to push-out certain [added: distributor] orders to help them manage inventory levels and, in some cases, to help other [added: end] customers that are experiencing supply shortages.

[removed: Additionally,] [added: This program and increases in customer order levels outside of] this program [removed: has] resulted in some customers holding excess inventory of our products and thus decreased their need to place new orders, including turns [removed: orders, in recent periods.]

[removed: We] [added: Because we] built inventories in response to customer demand, [removed: and] the cancellation or deferral of product orders [removed: has] resulted in excess inventory, which [removed: has] [added: then] resulted in write-downs of inventory and an adverse effect on our gross margins in [removed: recent periods.][added: fiscal 2025 and fiscal 2026.]

In addition, some governments, such as China, may provide, or have provided and may continue to provide, significant assistance financial or otherwise, to some of our competitors, or to new entrants, and may intervene in support of national industries and/or competitors, including [removed: to try] [added: trying] to disrupt the U.S. semiconductor industry.

The semiconductor industry has experienced significant consolidation [removed: in recent years] which has resulted in several of our competitors becoming much larger in terms of revenue, product offerings and scale.

- impact of supplier disruptions affecting the availability and cost of raw materials, components, or equipment;

- impact of restrictions, export controls, or other limitations on critical materials sourced from concentrated suppliers reducing sales;

- impact of geopolitical instability in the Middle East on the availability of critical semiconductor materials, fuel costs, and our ability to meet customer demand;

- ability to introduce new products on a timely basis, including in response to market changes driven by AI and other factors, or by changing our product design and manufacturing to more advanced technology nodes;

- impact of evolving risks related to artificial intelligence, cybersecurity and data privacy across our products, operations, regulatory compliance, intellectual property, talent, and transactions;

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

- our ability to introduce new products that will achieve broad market acceptance at favorable prices and margins;

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Our operating results may be adversely impacted by the inability of our key suppliers to provide us with necessary raw materials, components, or equipment.

From time to time, we have experienced supply shortages, extended lead times, supplier announcements that certain orders could not be fulfilled, or the discontinuation of updates or parts for certain equipment.

For example, in fiscal 2023 and fiscal 2022, we experienced cost increases from certain suppliers for materials used in our production processes; although conditions stabilized in fiscal 2024 and fiscal 2025, similar cost pressures may recur.

Any interruption in the supply of raw materials, components, or equipment - or reduced supplier support for key manufacturing tools - could adversely affect our ability to produce products in the required volumes or on expected timelines.

Supply availability may be further limited as global semiconductor demand increases, suppliers shift production toward higher cost or more complex products, or as a result of supply chain disruptions, transit delays, or political instability.

For example, as memory manufacturers transition to more advanced products, availability of the memory components we use may become constrained, have longer lead times, or become more expensive.

Consolidation among suppliers may reduce supply alternatives or alter our commercial relationships.

Any of these factors could increase our manufacturing costs, impair our sourcing flexibility, delay our production schedules, and adversely affect our operating results.

Additionally, our sales may be adversely impacted if tariffs or government trade actions restrict access to needed supplies.

Tariffs, trade restrictions, and evolving global trade policies pose risks to our supply chain, cost structure, and customer demand.

Beginning in 2018 and continuing through 2026, the U.S. imposed additional tariffs on various imports, and several countries have imposed retaliatory tariffs on goods originating from the U.S. Although semiconductors currently remain exempt from certain U.S. tariffs under the ongoing Section 232 investigation, many inputs used in semiconductor manufacturing - including chemicals, metals, and equipment - remain subject to country specific tariffs or may become subject to new duties.

The tariff landscape remains uncertain and may change with limited notice.

New or increased tariffs imposed on raw materials, components, equipment, or other inputs used in our production processes could increase our manufacturing costs.

We may also incur incremental costs associated with supply chain adjustments undertaken to mitigate the effects of trade restrictions or tariffs.

While we attempt to reduce cost burdens and secure alternative supply arrangements, we may experience higher operating costs, reduced sourcing flexibility, or lower demand for our products if customers face higher input costs or trade related disruptions.

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Tariffs and trade restrictions also affect our customers.

If customers face reduced availability of labor, materials, or components, whether due to trade restrictions, supplier disruptions, escalating shipping constraints, or public health issues, they may reduce or suspend production of their own products, leading to decreased demand for our products.

For example, in 2025, government actions involving Nexperia (including export control measures and interventions affecting its operations and cross-border shipments) resulted in restricted availability of certain mature-node semiconductors (such as discrete devices and standard logic) that are widely used by automotive and consumer electronics manufacturers.

As a result, some of our customers may experience shortages of these components which may reduce their production volumes and, in turn, reduce demand for our products.

Any such customer side disruptions may negatively affect our revenue and operating results.

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs collected pursuant to the International Emergency Economic Powers Act (IEEPA) were unconstitutional.

On April 20, 2026, the U.S. Customs and Border Protection (CBP) began processing refunds through its Consolidated Administration and Processing of Entries (CAPE) portal.

Although Microchip was the importer of record for products that were subject to tariffs imposed under IEEPA and should be entitled to a refund, the timing and the amount of any such recovery is not yet clear.

As such, this could have a favorable impact on our financial position, operations, or cash flows, but we cannot predict the timing, likelihood, or amount of any refunds or other recoveries we may realize.

We may lose sales if critical materials from concentrated sources become restricted or subject to export controls.

Geopolitical tensions, trade disputes, economic conditions, transit disruptions, public health concerns, or regulatory actions may affect the availability or cost of these materials.

Current U.S. restrictions on imports of certain metals of Russian origin highlight the risk that geopolitical events or sanctions may limit access to critical materials.

If we or our suppliers cannot obtain necessary inputs at commercially reasonable prices or in adequate quantities, our ability to manufacture products - or customer demand for such products - may be adversely affected.

China is a predominant producer of many rare earth materials essential to the global electronics industry.

Although some restrictions were subsequently suspended for certain U.S. end‑users, future restrictions or renewed implementation could constrain global supply.

If China further restricts exports or pressures other countries to do so, our suppliers may face shortages, longer lead times, or increased costs.

- impact of price increases, increased tariffs, raw material availability or other factors affecting our suppliers;

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

- ability to introduce new products on a timely basis;

The financial decline of a

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.

We have experienced supply shortages from time to time in the past, and on occasion our suppliers have told us they need more time to fill our orders, that they cannot fill certain orders, that they will no longer support certain equipment with updates or parts, or that they are increasing prices.

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

However, in fiscal 2024 and fiscal 2025, the pricing environment stabilized compared to the two prior fiscal years.

An interruption of any materials or equipment sources, or the lack of supplier support for a particular piece of equipment, could harm our business.

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

Additionally, consolidation in our supply chain due to mergers and acquisitions may reduce the number of suppliers or change our relationships with them.

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.

Additional tariffs imposed on components, raw materials, or equipment may increase our costs and have an adverse impact on our operating results in future periods.

We may also incur increases in manufacturing costs in mitigating the impact of tariffs on our operations.

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.

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, 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.

If our customers are not able to produce their products, then their need for our products will decrease.

Such interruptions of our customers’ businesses could harm our business.

We do not, nor have we historically, purchased significant amounts of equipment from Russia, Belarus, or Ukraine.

If we, or our direct or indirect customers, are unable to obtain the requisite raw materials or components needed to manufacture products, our ability to manufacture products, or demand for our products, may be adversely impacted.

While there has been an adverse impact on the world’s palladium, neon, cesium, and rubidium supply chains, at this time, our supply chains have been able to meet our needs.

While sales of our products into Russia, Belarus and Ukraine and to customers that sell into these countries, have been negatively impacted by the Russian invasion of Ukraine, at this time, we have not experienced a material impact on our business, results of operations or financial conditions.

Further, because we do not support the actions of Russia against Ukraine, in March 2022 we stopped selling products to customers

and distributors located in Russia and Belarus.

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

Although rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials.

If China were to further restrict or stop exporting these 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.

Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China or other countries.

Due to the amount of inventory of our products that we are holding, we have recently taken actions to decrease our capacity allocation from our wafer fabrication, assembly and test subcontractors.

In August 2022, the U.S. government passed the CHIPS Act to provide billions of dollars of cash incentives and a new investment tax credit to increase domestic manufacturing capacity in our industry.

We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods and applied for other incentives provided by the legislation; however, we have not concluded negotiations with the U.S. Department of Commerce and there can be no assurance that we will 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 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.

Although our sales in the Chinese market were very strong in calendar 2021, competition in China is intense, and China's economic growth slowed in calendar 2022 and through the first half of calendar 2023.

We have a test facility in Calamba, Philippines.

We believe our customers increased their order levels in previous periods of tight supply to help ensure they had sufficient inventory of our products to meet their needs, and then they were unable to sell their products at their forecasted levels which reduced our level of turns orders.

However, in the event that we decide to not accommodate a request to push out orders and customers under this program still attempt to cancel or reschedule orders, or refuse shipment, we may be unable to recover damages from customers that default under this program.

In fiscal 2023 and fiscal 2022, we experienced cost increases which we were able to pass on to our customers.

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

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: [13](#ie3bf869d266f4ff7b228d2c15547355c_256)] [added: [14](#i91a1f3ad2e2140319cc9517b3446b41d_280)] and elsewhere in this Form 10-K.

- Our expectation that we will experience period-to-period fluctuations in operating results, gross margins, [removed: product mix] and [removed: average gross profit per unit;][added: product mix;]

- Our ability to effectively utilize our facilities at appropriate capacity [removed: levels;][added: levels or obtain sufficient capacity from our manufacturing, assembly and test sub-contractors;]

- The amounts and timing, and our plans and expectations relating to the [removed: U.S. Statutory Notice of Deficiencies and] proposed income adjustment from the Malaysian Inland Revenue Board;

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

- The impact of any failure by [removed: use] [added: us] to adequately control the storage, use, discharge and disposal of regulated substances;

We then discuss our results of operations for fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024,] [added: 2025,] 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: 2025] [added: 2026] compared to fiscal [removed: 2024.][added: 2025.]

For our discussion of [removed: our] fiscal [removed: 2024] [added: 2025] results compared to fiscal [removed: 2023] [added: 2024] 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: 2024] [added: 2025] filed with the SEC on May 23, [removed: 2024] [added: 2025] which is incorporated by reference herein.

Consistent with the [added: slowing] macroeconomic [removed: environment,] [added: environment in fiscal 2025, we paused] most of our factory expansion [removed: activity remains paused, we have] [added: actions and] reduced our planned capital [removed: investments, and we remain focused on reducing our inventory levels and days of inventory] [added: investments] through fiscal [removed: 2026.][added: 2027.]

[removed: There] [added: However, 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.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and [removed: expenses and related disclosure of contingent liabilities.][added: expenses.]

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, [removed: inventories, income taxes] [added: inventories] and [removed: contingencies.][added: income taxes.]

[removed: As these are forms] of variable consideration, we estimate the amount of consideration to which we will be entitled using recent historical data and applying the expected value method.

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: $5.0] [added: approximately $4.0] million as of March 31, [removed: 2025.][added: 2026.]

A 1% variance in the estimated demand for our products would have changed the estimated net realizable value of our inventory by approximately [removed: $3.8] [added: $1.6] million as of March 31, [removed: 2025.][added: 2026.]

[removed: If this threshold] is not met, no tax benefit of the uncertain tax position is recognized.

The following table sets forth certain operational data as a percentage of net sales for fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024:][added: 2025:]

| Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 43.9] [added: 42.3] | | | | | | [removed: 34.6] [added: 43.9] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 56.1] [added: 57.7] | | | | | | [removed: 65.4] [added: 56.1] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 22.4] [added: 23.0] | | | | | | [removed: 14.4] [added: 22.4] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14.0] [added: 14.3] | | | | | | [removed: 9.6] [added: 14.0] | | |

| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11.2] [added: 9.2] | | | | | | [removed: 7.9] [added: 11.2] | | |

| Special charges [removed: (income)] and other, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.8] [added: 0.8] | | | | | | [removed: (0.2)] [added: 1.8] | | |

| Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.7] [added: 10.4] | | % | | | | [removed: 33.7] [added: 6.7] | | % |

The following table summarizes our net sales for fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024] [added: 2025] (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | Change | | |

| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,401.6] [added: 4,713.1] | | | | | $ | [removed: 7,634.4] [added: 4,401.6] | | | | | [removed: (42.3)] [added: 7.1] | | % |

Other factors that we believe contributed to the [removed: decrease] [added: changes] in our reported net sales for fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024] [added: 2025] and which are drivers of long-term trends in our net sales but which factors we are not able to quantify include:

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 [removed: change] [added: changes] in our net sales in fiscal [removed: 2025] [added: 2026] or fiscal [removed: 2024.][added: 2025.]

Net sales by product line for fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024] [added: 2025] were as follows (dollars in millions):

| Mixed-signal Microcontrollers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2,249.7] [added: 2,355.4] | | | | | [removed: 51.1] [added: 50.0] | | | | | | $ | [removed: 4,272.4] [added: 2,249.7] | | | | | [removed: 56.0] [added: 51.1] | | |

| Analog | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,157.0] [added: 1,329.0] | | | | | | [removed: 26.3] [added: 28.2] | | | | | | [removed: 2,016.4] [added: 1,157.0] | | | | | | [removed: 26.4] [added: 26.3] | | |

| Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 994.9] [added: 1,028.7] | | | | | | [removed: 22.6] [added: 21.8] | | | | | | [removed: 1,345.6] [added: 994.9] | | | | | | [removed: 17.6] [added: 22.6] | | |

| Total net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,401.6] [added: 4,713.1] | | | | | 100.0 | | | | | | $ | [removed: 7,634.4] [added: 4,401.6] | | | | | 100.0 | | |

Mixed-signal microcontrollers and associated application development systems accounted for approximately [removed: 51.1%] [added: 50.0%] and [removed: 56.0%] [added: 51.1%] of our net sales in fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] respectively.

Net sales of our mixed-signal microcontroller products [removed: decreased] [added: increased] approximately [removed: 47.3%] [added: 4.7%] in fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024.][added: 2025.]

Our analog product line accounted for approximately [removed: 26.3%] [added: 28.2%] and [removed: 26.4%] [added: 26.3%] of our net sales in fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] respectively.

Net sales from our analog product line [removed: decreased] [added: increased] approximately [removed: 42.6%] [added: 14.9%] in fiscal [removed: 2025] [added: 2026] compared to fiscal [removed: 2024.][added: 2025.]

Revenue from these services and products accounted for approximately [removed: 22.6%] [added: 21.8%] and [removed: 17.6%] [added: 22.6%] of our net sales in fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] respectively.

- Our expectations regarding our inventory levels and revenue growth;

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

- The benefits and risks of the use of artificial intelligence by us, our partners and customers, or malicious third parties and its impact on our products, our labor and technological needs, and regulatory or intellectual property compliance;

- The impact on our business from the global minimum tax (GMT) and the Side-by-Side system introduced by the Organisation for Economic Co-operation and Development;

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Financial Statements and Supplementary Data."

During fiscal 2025, our overall business was weak as we navigated through a large inventory correction due to our customers holding excess levels of inventory.

In March 2025, we implemented a business recovery plan which included restructuring actions to reduce our costs, resize our manufacturing operations and reduce our headcount.

In fiscal 2026, we saw an improvement in our business due to increased demand after our customers reduced excess inventory levels.

Net sales in all our product lines and all our geographies increased in fiscal 2026 compared to fiscal 2025.

Consistent with our recovery plan, we reduced inventory in fiscal 2026 compared to fiscal 2025 and we are now in a significant revenue growth mode and we expect our inventory to continue to decline as we appropriately manage our manufacturing and foundry resources.

As these are forms

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2026 | | | | | | 2025 | | |

The increase in net sales in fiscal 2026 compared to fiscal 2025 was primarily due to increased demand after customers reduced excess inventory levels as well as new customer design win activity entering production.

- intense competition in our key markets;

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2026 | | | | | | % | | | | | | 2025 | | | | | | % | | |

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

The increase in net sales was primarily due to increased demand after customers reduced excess inventory levels as well as new customer design win activity entering production.

The increase in net sales was primarily due to increased demand due to a portion of our customer base having reduced excess inventory levels as well as new customer design win activity entering production.

The increase in net sales was primarily due to sales of certain of our intellectual property rights and also due to a portion of our customer base having worked through their previous high inventory balances and needing to purchase products at a higher level to support demand.

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Inventory holding patterns at our distributors had a material adverse impact on our net sales in fiscal 2025 and the first half of 2026, as our distributors held relatively high levels of inventory and purchased fewer products from us.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2026 | | | | | | % | | | | | | 2025 | | | | | | % | | |

Net sales increased in all geographies in fiscal 2026 compared to fiscal 2025 primarily due to increased demand after customers reduced excess inventory levels as well as new customer design win activity entering production.

The primary reasons for the increase in gross profit of $253.2 million in fiscal 2026 compared to fiscal 2025 were due to changes in product mix, higher licensing revenue and lower inventory reserves.

In addition, we have specialized assembly and test facilities dedicated to our aerospace and defense products in Germany, France, Ireland, the United Kingdom, the Philippines, Thailand, and the United States.

These facilities are designed to support the unique requirements of these sectors, helping to accelerate time to market and ensure consistent, high-quality products.

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

The primary reasons for the increase in R&D expenses in fiscal 2026 compared to fiscal 2025 were higher employee compensation costs, including higher share-based compensation partially offset by our restructuring efforts.

The primary reasons for the increase in selling, general and administrative expenses were higher employee compensation costs, including higher share-based compensation partially offset by our restructuring efforts.

During fiscal 2026, we incurred special charges and other, net of $39.7 million primarily due to restructuring expenses, including $21.8 million related to the closure of our Tempe, Arizona wafer fabrication facility and $14.5 million related to contract exit costs.

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

In September 2025, we reached a settlement with the IRS for fiscal 2007 through fiscal 2015.

If this threshold

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

The Organisation for Economic Co-operation and Development has introduced a global minimum corporate tax framework (GMT), with phased implementation starting January 1, 2024.

While the U.S. has not adopted GMT, several countries where we operate have enacted related legislation, and others are expected to follow.

In January 2026, the Organisation for Economic Co-operation and Development published a side-by-side system, which excludes U.S. multi-national entities from certain aspects of the GMT.

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

- Our expectation that the global minimum tax (GMT) will not have a material impact on our fiscal 2026 results;

- Our expectations regarding the amount, timing, and future applications for investment tax credits under the CHIPS Act;

Financial Statements and Supplementary Data." For an overview of our business and recent trends, refer to our "Business and Macroeconomic Environment" discussed below.

During fiscal 2024, many of our customers felt the adverse effects of slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates and we received requests to push out or cancel backlog resulting from customer actions to reduce inventory levels.

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.

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."*

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

The decrease in net sales in fiscal 2025 compared to fiscal 2024 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.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | % | | | | | | 2024 | | | | | | % | | |

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.

The 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.

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.

Inventory holding patterns at our distributors have had a material adverse impact on our net sales in recent periods.

Due to the relatively high level of inventory days, we have accommodated efforts by our distributors to manage their inventory levels by allowing them to push-out or cancel orders.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | % | | | | | | 2024 | | | | | | % | | |

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.

The primary reason for the decrease in gross profit of $2.34 billion in fiscal 2025 compared to fiscal 2024 was an unfavorable net impact of sales volume, product mix, geographic mix, and average gross profit per unit in fiscal 2025.

However, our days of inventory increased significantly due to lower net sales.

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

The primary reasons for the decrease in R&D expenses in fiscal 2025 compared to fiscal 2024 was lower employee compensation costs.

The primary reason for the decrease in selling, general and administrative expenses was lower employee compensation costs.

During fiscal 2024, we earned special income and other, net of $12.3 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.

As of March 31, [removed: 2025,] [added: 2026,] our current and long-term debt totaled [removed: $5.66] [added: $5.54] billion, all of which was fixed rate and not subject to interest rate exposure.

We intend to finance the repayment of our fixed rate debt maturing within the next 12 months [added: by issuing new fixed rate debt, new notes or convertible debt or by] using available borrowings under our Revolving Credit [removed: Facility and] [added: Facility,] our Commercial Paper program or other [removed: 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.][added: instruments.]

If we refinance our fixed rate debt with variable rate debt, changes in interest rates will have a more significant impact on our interest expense.

| | | | March 31, | | | | | | [removed: March 31,] | | |

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

| Cash and cash equivalents | | | $ | [removed: 771.7] [added: 240.3] | | | | | $ | [removed: 319.7] [added: 771.7] | |

| Accounts receivable, net | | | [removed: 689.7] [added: 894.7] | | | | | | [removed: 1,143.7] [added: 689.7] | | |

| Inventories | | | [removed: 1,293.5] [added: 1,035.4] | | | | | | [removed: 1,316.0] [added: 1,293.5] | | |

| Other current assets | | | [removed: 236.4] [added: 207.2] | | | | | | [removed: 233.6] [added: 236.4] | | |

| Total current assets | | | [removed: 2,991.3] [added: 2,377.6] | | | | | | [removed: 3,013.0] [added: 2,991.3] | | |

| Property, plant and equipment, net | | | [removed: 1,183.7] [added: 1,106.7] | | | | | | [removed: 1,194.6] [added: 1,183.7] | | |

| Goodwill | | | [removed: 6,684.8] [added: 6,695.5] | | | | | | [removed: 6,675.4] [added: 6,684.8] | | |

| Intangible assets, net | | | [removed: 2,389.0] [added: 2,033.4] | | | | | | [removed: 2,781.8] [added: 2,389.0] | | |

| Long-term deferred tax assets | | | [removed: 1,728.1] [added: 1,792.5] | | | | | | [removed: 1,596.5] [added: 1,728.1] | | |

| Other assets | | | [removed: 397.7] [added: 364.4] | | | | | | [removed: 611.9] [added: 397.7] | | |

| Total assets | | | $ | [removed: 15,374.6] [added: 14,370.1] | | | | | $ | [removed: 15,873.2] [added: 15,374.6] | |

| Accounts payable | | | $ | [removed: 160.6] [added: 205.6] | | | | | $ | [removed: 213.0] [added: 160.6] | |

| Accrued liabilities | | | [removed: 994.5] [added: 930.7] | | | | | | [removed: 1,307.0] [added: 994.5] | | |

| Total current liabilities | | | [removed: 1,155.1] [added: 1,136.3] | | | | | | [removed: 2,519.4] [added: 1,155.1] | | |

| Long-term debt | | | [removed: 5,630.4] [added: 5,496.4] | | | | | | [removed: 5,000.4] [added: 5,630.4] | | |

| Long-term income tax payable | | | [removed: 633.4] [added: 570.9] | | | | | | [removed: 649.2] [added: 633.4] | | |

| Long-term deferred tax liability | | | [removed: 33.8] [added: 25.1] | | | | | | [removed: 28.8] [added: 33.8] | | |

| Other long-term liabilities | | | [removed: 843.6] [added: 709.0] | | | | | | [removed: 1,017.6] [added: 843.6] | | |

| Preferred stock, $0.001 par [removed: value;] [added: value per share;] authorized 5,000,000 shares; 7.50% Series A mandatory convertible preferred stock, 1,485,000 shares issued and outstanding at March 31, [removed: 2025] [added: 2026 and March 31, 2025,] with a liquidation preference of $1,000 per share, or $1,485.0 million in the [removed: aggregate; no shares issued or outstanding at March 31, 2024] [added: aggregate] | | | — | | | | | | — | | |

| Common stock, $0.001 par [removed: value;] [added: value per share;] authorized 900,000,000 shares; [removed: 577,996,915] [added: 578,423,967] shares issued and [removed: 538,704,604] [added: 542,079,011] shares outstanding at March 31, [removed: 2025; 577,806,659] [added: 2026; 577,996,915] shares issued and [removed: 536,663,691] [added: 538,704,604] shares outstanding at March 31, [removed: 2024] [added: 2025] | | | 0.6 | | | | | | [removed: 0.5] [added: 0.6] | | |

| Additional paid-in capital | | | [removed: 3,909.9] [added: 4,071.5] | | | | | | [removed: 2,482.9] [added: 3,909.9] | | |

| Common stock held in treasury: [removed: 39,292,311] [added: 36,344,956] shares at March 31, [removed: 2025; 41,142,968] [added: 2026; 39,292,311] shares at March 31, [removed: 2024] [added: 2025] | | | [removed: (2,611.6)] [added: (2,551.4)] | | | | | | [removed: (2,581.6)] [added: (2,611.6)] | | |

| Accumulated other comprehensive loss | | | [removed: (1.7)] [added: (4.2)] | | | | | | [removed: (3.5)] [added: (1.7)] | | |

| Retained earnings | | | [removed: 5,781.1] [added: 4,915.9] | | | | | | [removed: 6,759.5] [added: 5,781.1] | | |

| Total stockholders' equity | | | [removed: 7,078.3] [added: 6,432.4] | | | | | | [removed: 6,657.8] [added: 7,078.3] | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 15,374.6] [added: 14,370.1] | | | | | $ | [removed: 15,873.2] [added: 15,374.6] | |

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | [removed: 4,401.6] [added: 4,713.1] | | | | | $ | [removed: 7,634.4] [added: 4,401.6] | | | | | $ | [removed: 8,438.7] [added: 7,634.4] | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 1,933.7] [added: 1,992.0] | | | | | | [removed: 2,638.7] [added: 1,933.7] | | | | | | [removed: 2,740.8] [added: 2,638.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 2,467.9] [added: 2,721.1] | | | | | | [removed: 4,995.7] [added: 2,467.9] | | | | | | [removed: 5,697.9] [added: 4,995.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 983.8] [added: 1,085.9] | | | | | | [removed: 1,097.4] [added: 983.8] | | | | | | [removed: 1,118.3] [added: 1,097.4] | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 617.7] [added: 674.3] | | | | | | [removed: 734.2] [added: 617.7] | | | | | | [removed: 797.7] [added: 734.2] | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquired intangible assets | | | [removed: 490.9] [added: 431.1] | | | | | | [removed: 605.4] [added: 490.9] | | | | | | [removed: 669.9] [added: 605.4] | | | | | | | | | | | | | | | | | | | | | | | |

| Special charges (income) and other, net | | | [removed: 79.2] [added: 39.7] | | | | | | [removed: (12.3)] [added: 79.2] | | | | | | [removed: (4.0)] [added: (12.3)] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | [removed: 2,171.6] [added: 2,231.0] | | | | | | [removed: 2,424.7] [added: 2,171.6] | | | | | | [removed: 2,581.9] [added: 2,424.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 296.3] [added: 490.1] | | | | | | [removed: 2,571.0] [added: 296.3] | | | | | | [removed: 3,116.0] [added: 2,571.0] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 9.2] [added: 11.4] | | | | | | [removed: 7.6] [added: 9.2] | | | | | | [removed: 2.1] [added: 7.6] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (259.2)] [added: (221.3)] | | | | | | [removed: (198.3)] [added: (259.2)] | | | | | | [removed: (203.9)] [added: (198.3)] | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2026 | | | | | | 2025 | | |

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

| Payment of cash dividends on Series A Preferred Stock | | | (108.5) | | | | | | — | | | | | | — | | |

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

| U.S. federal | | | $ | 166.4 | | | | | | | | | | | | | |

| U.S. state and local | | | $ | 3.4 | | | | | | | | | | | | | |

| Foreign: | | | | | | | | | | | | | | | | | |

| Germany | | | $ | 15.1 | | | | | | | | | | | | | |

| Malta | | | $ | 13.3 | | | | | | | | | | | | | |

| Other foreign jurisdictions | | | $ | 46.3 | | | | | | | | | | | | | |

(1) The Company adopted ASU 2023-09 on a prospective basis.

As such, cash paid for income taxes for the years ended March 31, 2025 and March 31, 2024 were not adjusted to reflect current year presentation.

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

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| Common stock issued for acquisition | | | | | | — | | | | | | | | | — | | | | | | 19.1 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 19.1 | | | | | | | | | | | | | | |

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

| Purchase of capped call options | | | | | | — | | | | | | | | | — | | | | | | (68.0) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (68.0) | | | | | | | | | | | | | | |

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

| Dividends on Series A Preferred Stock | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (111.2) | | | | | | (111.2) | | | | | | | | | | | | | | |

| Balance at March 31, 2026 | | | | | | $ | — | | | | | | | | $ | 0.6 | | | | | $ | 4,071.5 | | | | | | | | | | | $ | (2,551.4) | | | | | $ | (4.2) | | | | | $ | 4,915.9 | | | | | $ | 6,432.4 | | | | | | | | | | | | | |

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

The FASB allows taxpayers to make an accounting policy election of either (i) treating taxes due on GILTI inclusions as a current-period expense when incurred or (ii) recognizing

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Facility to refinance such debt on a long-term basis.

The Company engages primarily in the development,

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

In December 2023, the FASB issued ASU 2023-09-*Income Taxes (Topic 740): Improvements to Income Tax Disclosures*,

[Table of](#i91a1f3ad2e2140319cc9517b3446b41d_313) [Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

Income Taxes" for further information.

In December 2025, the FASB issued ASU 2025-10-*Government Grants (Topic 832)*: *Accounting for Government Grants Received by Business Entities,* which establishes authoritative guidance on the recognition, measurement and presentation of government grants received by a business entity.

ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim periods within those annual reporting periods.

Early adoption is permitted with updates to be applied using a modified prospective, modified retrospective, or retrospective transition approach.

The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

| Current portion of long-term debt | | | — | | | | | | 999.4 | | |

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

| Change in net foreign currency translation adjustment | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (0.1) | | |

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

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

| Balance at March 31, 2022 | | | | | | $ | — | | | | | | | | $ | 0.6 | | | | | $ | 2,535.9 | | | | | | | | | | | $ | (796.3) | | | | | $ | (20.6) | | | | | $ | 4,175.2 | | | | | $ | 5,894.8 | | | | | | | | | | | | | |

| Adoption of ASU 2020-06, cumulative adjustment | | | | | | — | | | | | | | | | — | | | | | | (128.3) | | | | | | | | | | | | — | | | | | | — | | | | | | 46.5 | | | | | | (81.8) | | | | | | | | | | | | | | |

| Other comprehensive income | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 16.5 | | | | | | — | | | | | | 16.5 | | | | | | | | | | | | | | |

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

| Settlement of convertible debt | | | | | | — | | | | | | | | | — | | | | | | (91.1) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (91.1) | | | | | | | | | | | | | | |

The FASB allows taxpayers to make an accounting

The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment.

All other intangible assets are definite-lived

If there are any

Prior to fiscal 2023, the Company granted market-based PSUs to executive officers.

As of March 31, 2025, the remaining unearned share-based compensation expense related to market-based PSUs was immaterial.

appropriately addressed in these financial statements.

In November 2023, the FASB issued ASU 2023-07-*Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included within each reported measure of segment profit or loss, and an amount and description of the composition of other segment items to reconcile to segment profit or loss.

The amendments in this update also expand the interim segment disclosure requirements.

Geographic and Segment Information" for further information.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 with early adoption permitted.

All entities should apply the guidance prospectively but have the option to apply it retrospectively.

The Company is continuing to assess the timing of adoption and the potential impacts of ASU 2023-09.

SEC Climate Disclosures

In March 2024, the SEC issued final rules requiring registrants to include comprehensive climate-related disclosures in annual reports and registration statements.

As adopted, the final rules require large accelerated filers to make their first climate-related disclosures for fiscal years beginning in 2025.

However, in April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.

In March 2025, the SEC withdrew its defense of the rules.

The Company is currently evaluating the status of these rules and monitoring the status of the related litigation and the SEC’s stay.

The transaction price for the remaining performance obligations for the LTSAs were approximately $2.52 billion as of March 31, 2025, of which approximately 28% is expected to be recognized as net sales during the next 12 months.

channels, and manufacturing and supply chain conditions.

Accordingly, the amount may not be indicative of net sales in future periods.

| Net sales | | | $ | 8,277.7 | | | | | $ | 161.0 | | | | | $ | 8,438.7 | |

| Gross profit | | | $ | 5,536.9 | | | | | $ | 161.0 | | | | | $ | 5,697.9 | |

Sales into Taiwan represented approximately 16%, 12% and 14% of consolidated net sales for fiscal 2025, 2024 and 2023, respectively.

| 2017 Junior Convertible Debt(3) | | | $ | — | | | | | $ | 44.81 | | | | | $ | 45.32 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on sale of assets | | | — | | | | | | — | | | | | | (2.2) | | | | | | | | | | | | | | | | | | | | | | | | | | |

During fiscal 2023, the Company earned income primarily due to $19.4 million related to the favorable resolution of a previously accrued legal matter partially offset by $16.8 million by restructuring costs of acquired and existing wafer fabrication operations to increase operational efficiency.

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

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

For the fiscal year ended March 31, [removed: 2025][added: 2026]

Commission File Number [removed: 0-21184][added: 001-42569]

[removed: ][added: ]

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2024] [added: 2025] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $42.2] [added: $34.0] billion.

Number of shares of Common Stock, $0.001 par value per share, outstanding as of May [removed: 15, 2025: 539,399,446] [added: 14, 2026: 542,079,281] shares

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2024] [added: 2025] | | | II | | |

| Proxy Statement for the [removed: 2025] [added: 2026] 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.](#ie3bf869d266f4ff7b228d2c15547355c_256)] [added: 1A.](#i91a1f3ad2e2140319cc9517b3446b41d_280)] | | | [Risk [removed: Factors](#ie3bf869d266f4ff7b228d2c15547355c_256)] [added: Factors](#i91a1f3ad2e2140319cc9517b3446b41d_280)] | | | [removed: [13](#ie3bf869d266f4ff7b228d2c15547355c_256)] [added: [14](#i91a1f3ad2e2140319cc9517b3446b41d_280)] | | |

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| [Item [removed: 1C.](#ie3bf869d266f4ff7b228d2c15547355c_412)] [added: 1C.](#i91a1f3ad2e2140319cc9517b3446b41d_358)] | | | [removed: [Cybersecurity](#ie3bf869d266f4ff7b228d2c15547355c_412)] [added: [Cybersecurity](#i91a1f3ad2e2140319cc9517b3446b41d_358)] | | | [removed: [40](#ie3bf869d266f4ff7b228d2c15547355c_412)] [added: [42](#i91a1f3ad2e2140319cc9517b3446b41d_358)] | | |

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| [Item [removed: 16.](#ie3bf869d266f4ff7b228d2c15547355c_394)] [added: 16.](#i91a1f3ad2e2140319cc9517b3446b41d_430)] | | | [Form 10-K [removed: Summary](#ie3bf869d266f4ff7b228d2c15547355c_394)] [added: Summary](#i91a1f3ad2e2140319cc9517b3446b41d_430)] | | | [removed: [64](#ie3bf869d266f4ff7b228d2c15547355c_394)] [added: [65](#i91a1f3ad2e2140319cc9517b3446b41d_430)] | | |

| 4.250% 2025 Notes | | | | | | 2025 Senior Unsecured Notes, [removed: maturing] [added: matured] on September 1, 2025 | | |

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

| 2017 Senior Convertible Debt | | | | | | 2017 Senior [added: Subordinated] Convertible Debt, maturing on February 15, 2027 | | |

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

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

| Commercial Paper | | | | | | Short-term unsecured promissory notes, of up to $2.75 billion outstanding at any one [added: time, further updated to $2.25 billion outstanding at any one] time [added: pursuant to the Credit Agreement, as amended in March 2025] | | |

| Convertible Debt | | | | | | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, 2024 Senior Convertible Debt, [added: 2026 Senior Convertible Debt] and 2017 Junior Convertible Debt [removed: prior to the May 2023 settlement] | | |

| Revolving Credit Facility | | | | | | $2.75 billion revolving credit facility created pursuant to the Credit Agreement, reduced to $2.25 billion pursuant to the Second Amended and Restated Credit [removed: Agreement] [added: Agreement, dated as of March 25, 2025] | | |

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

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

| Series A Preferred Stock | | | | | | 7.50% Series A Mandatory Convertible Preferred [removed: Stock] [added: Stock, issued on March 25, 2025,] $0.001 par value [added: per share] | | |

Risk Factors," beginning below at page [removed: [13](#ie3bf869d266f4ff7b228d2c15547355c_256),] [added: [14](#i91a1f3ad2e2140319cc9517b3446b41d_280),] and elsewhere in this Form 10-K.

Our strategic focus includes general purpose and specialized [removed: 8-bit, 16-bit, and 32-bit] mixed-signal [removed: microcontroller,] [added: microcontrollers,] microprocessors, analog, FPGA, [added: data center, networking,] and memory products.

| [Item 1.](#i91a1f3ad2e2140319cc9517b3446b41d_322) | | | [Business](#i91a1f3ad2e2140319cc9517b3446b41d_322) | | | [5](#i91a1f3ad2e2140319cc9517b3446b41d_322) | | |

| [Item 2.](#i91a1f3ad2e2140319cc9517b3446b41d_361) | | | [Properties](#i91a1f3ad2e2140319cc9517b3446b41d_361) | | | [45](#i91a1f3ad2e2140319cc9517b3446b41d_361) | | |

| [Item 6.](#i91a1f3ad2e2140319cc9517b3446b41d_379) | | | [\[Reserved\]](#i91a1f3ad2e2140319cc9517b3446b41d_379) | | | [47](#i91a1f3ad2e2140319cc9517b3446b41d_379) | | |

| | | | [Exhibit Index](#i91a1f3ad2e2140319cc9517b3446b41d_433) | | | [66](#i91a1f3ad2e2140319cc9517b3446b41d_433) | | |

| | | | [Signatures](#i91a1f3ad2e2140319cc9517b3446b41d_436) | | | [70](#i91a1f3ad2e2140319cc9517b3446b41d_436) | | |

| | | | [Power of Attorney](#i91a1f3ad2e2140319cc9517b3446b41d_439) | | | [71](#i91a1f3ad2e2140319cc9517b3446b41d_439) | | |

| 2026 Senior Convertible Debt | | | | | | 2026 Senior Convertible Debt, maturing on February 15, 2030 | | |

| AI/ML | | | | | | Artificial Intelligence and Machine Learning | | |

| FAEs | | | | | | Field applications engineers | | |

| IoT | | | | | | Internet of Things | | |

| | | | | | | | | |

| | | | | | | | | |

| TSS | | | | | | Total System Solution | | |

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- connect their products to other devices

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- IP routers and Ethernet switches

- satellites and spacecrafts

- scale-up and scale-across systems for AI infrastructure

- user interface and control panels

Our PIC64 family consists of 64-bit RISC-V microprocessors designed for high-performance, mission-critical applications across industrial, aerospace, defense and space sectors.

These products integrate networking, virtualization support, AI/ML acceleration, security and high-speed networking and are designed to handle mixed-criticality workloads, requiring both real-time determinism and high-level operating systems, like Linux, simultaneously.

We

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Microchip is an industry leader in product families including storage controllers, memory controllers and switches designed to address high-performance compute, storage, and connectivity requirements in AI data center and enterprise infrastructure.

Our storage controller portfolio includes Microchip Adaptec® and Microsemi® branded storage controllers, SAS/SATA expanders, and accelerators that enable reliable SAS/SATA and NVMe® storage connectivity, data protection, and workload offload.

Our memory controller portfolio includes Compute Express Link™ (CXL™) and PCIe® memory expansion and management devices that support disaggregated and scalable memory architectures.

Our switch and retimer portfolio includes PCIe® Gen 3, Gen 4, Gen 5, and Gen 6 solutions, including Switchtec™ branded products, that provide high-speed, low-latency interconnect, signal conditioning, and fabric expansion for server, storage, accelerator, and networking platforms.

Our portfolio of mid-range and low-end FPGAs is recognized for its low power consumption, defense grade security features, and robust reliability across mission-critical environments.

Built on unique architectures, utilizing volatile and non-volatile memories, our FPGA solutions enable power efficient compute, instant-on capability, enhanced resistance to configuration tampering, and deterministic performance under harsh operating conditions.

The portfolio is complemented by AI enabled integrated development tools, intellectual property (IP) cores, and system-level solutions.

Our offerings support a wide array of applications, including Edge AI systems, industrial automation, automotive systems, defense and aerospace platforms, aviation systems, space-grade deployments, and communications infrastructure, where power efficiency, longevity, functional safety, tamper proof cybersecurity and lifecycle stability are essential.

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We also offer an extensive range of development boards, evaluation kits and various specialty configuration and simulation tools for specific applications and specialty analog, communications, timing and other products to enable customers to evaluate and design with our products.

In December 2024, we announced our decision to close our Fab 2 manufacturing operations and the closure was completed in May 2025.

The decision to close Fab 2 was driven by high inventory levels and ample manufacturing capacity at our other wafer fabrication facilities.

All the process technologies that were running in Fab 2 will be transferred to Fab 4 and

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- performance and specifications

| [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) | | |

| ASU 2020-06 | | | | | | ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity | | |

| CHIPS Act | | | | | | CHIPS and Science Act of 2022 | | |

| ESEs | | | | | | Embedded solutions engineers | | |

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- satellites

- touch control

Our portfolio of non-volatile FPGAs are recognized for their low power, high security and extended reliability.

statistical process control, designed experiments and wafer level monitoring), we have been able to achieve and maintain high production yields.

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.

We believe the closure of Fab 2 and the combined capacity of Fab 4 and Fab 5 will allow us to respond to future demand for internally fabricated products with incremental capital expenditures.

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.

- performance

- reference design

| J. Eric Bjornholt | | | | | | 54 | | | | | | Senior Vice President and Chief Financial Officer | | |

Mr. Sanghi served on the Board of Directors of Myomo, Inc., a publicly traded commercial stage medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper-limb paralysis, from November 2016 through October 2019.

Mr. Sanghi served on the board of Mellanox Technologies Ltd., a publicly traded supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure, from February 2018 through April 2020.

Key areas of our cybersecurity risk management processes and strategy [removed: currently] include:

We manage [removed: cyber security] [added: cybersecurity] and assess associated risks in these ways:

- ITSS, led by our [removed: Chief Information Security Officer (CISO),] [added: CISO,] has [removed: first-line] [added: primary] responsibility for [removed: our] cybersecurity risk [removed: management processes,] [added: management,] and [removed: works to coordinate] [added: coordinates] efforts, priorities and oversight of cybersecurity [removed: risk;][added: risk across the Company;]

- ITSS works with [removed: functional groups] [added: cross-functional groups,] such as manufacturing, business operations, engineering, human resources, legal, and finance [removed: and is responsible for evaluating and assessing overall] [added: to evaluate enterprise-wide] cybersecurity risk, and [removed: advising] [added: to advise] senior management and the Audit Committee regarding our cybersecurity risk profile and priorities as they evolve;

- [removed: our] [added: Our] Internal Audit group monitors [removed: certain] [added: key] IT systems controls that are integrated into our larger Sarbanes-Oxley control [removed: environment.][added: environment and compliance framework.]

We sponsor a multi-faceted security awareness program that includes regular, mandatory trainings for our personnel on best practices for cyber-hygiene including: [added: proper use of] multifactor authentication and single sign-on use for cloud applications; ways to identify social engineering techniques, policy and process awareness, periodic phishing simulations and [removed: other preparedness testing.]

We maintain a cross-functional cyber incident response plan [removed: with defined] [added: that defines escalation protocols,] roles and [removed: responsibilities and reporting protocols.][added: responsibilities.]

[removed: This] [added: Our] plan focuses on responding to, identifying the severity [added: levels] of, and recovering from a breach as well as mitigating any impact to our business.

This management group (in consultation with outside experts) will be responsible for determining whether a particular incident (alone or in combination with other factors) triggers any public [removed: reporting] or [added: regulatory reporting, or] third-party notification requirements.

Some of these third parties provide us with ongoing assistance (such as threat monitoring, [added: penetration testing,] mitigation strategies, updates on emerging trends and developments and policy guidance) while others provide targeted assistance (such as security and forensic expertise) as needed.

There are [added: cybersecurity] risks associated with [added: using third party platforms,] sharing information with third parties, and with allowing third parties to access our systems.

[removed: Therefore,] [added: For example,] prior to integrating [removed: any] third-party [removed: provider’s information] [added: platforms] into our [removed: systems,] [added: systems (e.g., cloud providers, AI-enabled tools),] we [added: have processes in place to] assess their security maturity against our standards, assess business risks associated with integration and request changes as we deem necessary.

[removed: Consistent with our] [added: Our] overall risk management governance structure, management is responsible for the day-to-day management of cybersecurity risk while our Board and its Audit Committee play an active, ongoing oversight role.

[removed: Specifically, under its charter, the Audit] Committee is responsible for overseeing and monitoring enterprise risk management, privacy, cybersecurity and data security matters, including the potential impact of those exposures on Microchip’s business, financial results, operations and reputation, and the steps management has taken to monitor and mitigate such exposures.

Our CISO is a former CPA that has [removed: 35] [added: 36] 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: 2025,] [added: 2026,] 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.

Our risk governance processes are designed and managed by our IT Shared Services (ITSS) team, led by our Chief Information Security Officer (CISO).

Cybersecurity and data protection remain critical components of our long-term business strategy given the importance of securely processing, maintaining, and transmitting sensitive data relating to our business, employees, customers, suppliers, and partners.

We use a risk-based approach to assess, identify, and manage cybersecurity threats, including those arising from evolving technologies such as artificial intelligence (AI), expanding cloud infrastructure, and increasingly complex threat actor capabilities.

For example, our cybersecurity program includes:

- Continuous monitoring of IT systems and threat activity, including 24x7 security operations center (SOC) support and third-party threat detection capabilities.

- Endpoint detection, response and isolation, vulnerability scanning, patch management, and network segmentation.

- Increasing frequency of vulnerability management and of patching cycles for critical systems.

- Identity-based access controls to restrict system access and require user multifactor authentication.

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other preparedness testing; and an increased focus on emerging threats, such as AI-enabled social engineering and credential misuse.

*Continuous Improvement and Strategic Priorities*

We regularly update our cybersecurity strategy based on evolving threats, regulatory requirements, and business needs.

Current priorities include:

- Enhancing our cybersecurity governance framework by developing and implementing an Information Security Management System (ISMS) in a phased manner that aligns with ISO 27001 standards.

- Upgrading legacy environments to promote effective security controls.

- Enhancing information protection practices and cultural awareness around data sensitivity.

- Strengthening security of public-facing systems and reducing external attack surface.

- Expanding AI-driven defensive capabilities for the day-to-day threat detection and response automation.

Specifically, under its charter, the Audit

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Our risk governance processes were designed by our IT Shared Services (ITSS) team, which maintains knowledge about the types of high-profile security breaches being reported more frequently across the globe.

The secure processing, maintenance, and transmission of sensitive data, including confidential and other proprietary information about our business and our employees, and information belonging to our customers, suppliers, and business partners, is important to our operations and business strategy.

As a result, cybersecurity and data protection are key components of our long-term business strategies.

We use various processes to inform our assessment, identification and management of risk from cybersecurity threats.

For example, ITSS has implemented improvements to our protective measures that have included, but have not been limited to: endpoint intrusion detection and response software, vulnerability scans, regular patching of vulnerabilities, evaluating and reviewing log monitors, event correlation tools, network segmentation, system audits, data partitioning, privileged account segregation and monitoring, and tabletop exercises.

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At March 31, [removed: 2025,] [added: 2026,] we owned and used the facilities described below:

| Chacherngsao, Thailand | | | | | | [removed: 498,100] [added: 513,000] | | | | | | Assembly and test, wafer probe, sample center, warehousing and administrative offices | | |

| Colorado Springs, Colorado | | | | | | [removed: 480,000] [added: 580,000] | | | | | | Wafer fabrication (Fab 5), test and R&D | | |

| [removed: Bangalore,] [added: Bengaluru,] India | | | | | | [removed: 294,000] [added: 258,400] | | | | | | R&D center, sales and marketing support and administrative offices | | |

| Chacherngsao, Thailand | | | | | | [removed: 287,300] [added: 423,900] | | | | | | Assembly and test, warehousing and administrative offices | | |

| Chennai, India | | | | | | [removed: 187,000] [added: 88,200] | | | | | | R&D center | | |

| Lawrence, Massachusetts | | | | | | 160,000 | | | | | | Manufacturing [added: (wafer fabrication)] and administrative offices | | |

(1) Our Fab 2 wafer fabrication facility located in Tempe, Arizona is classified as held for sale as of March 31, [removed: 2025.][added: 2026.]

| Bengaluru, India | | | | | | 172,500 | | | | | | R&D center | | |

| Hyderabad, India | | | | | | 167,600 | | | | | | R&D center | | |

| Hyderabad, India | | | | | | 167,554 | | | | | | Design and engineering | | |

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[removed: ][added: ]

*$100 invested on March 31, [removed: 2020] [added: 2021] in stock or index, including reinvestment of dividends

Copyright © [removed: 2025] [added: 2026] Standard & Poor's, a division of S&P Global.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | |

On May [removed: 15, 2025,] [added: 14, 2026,] there were approximately [removed: 541] [added: 517] holders of record of our common stock.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," at page [removed: [62](#ie3bf869d266f4ff7b228d2c15547355c_379)] [added: [63](#i91a1f3ad2e2140319cc9517b3446b41d_415)] 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: 2025.][added: 2026.]

| Microchip Technology Incorporated | | | 100.00 | | | | | | 97.99 | | | | | | 111.15 | | | | | | 121.50 | | | | | | 67.20 | | | | | | 92.34 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 115.65 | | | | | | 106.71 | | | | | | 138.59 | | | | | | 150.03 | | | | | | 176.74 | | |

| Philadelphia Semiconductor Index | | | 100.00 | | | | | | 111.05 | | | | | | 106.24 | | | | | | 163.18 | | | | | | 143.35 | | | | | | 256.74 | | |

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| 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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Management assessed our internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] the end of our fiscal year.

Management based its assessment on criteria established in Internal Control *–* Integrated Framework (2013 framework) [added: 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: 2025,] [added: 2026,] which is included on page [removed: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409).][added: F-[3](#i91a1f3ad2e2140319cc9517b3446b41d_451).]

During the three months ended March 31, [removed: 2025,] [added: 2026,] 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.

On March 12, 2026, J.

Eric Bjornholt, our Senior Corporate VP and CFO, adopted a new Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 39,411 shares of our common stock acquired by Mr. Bjornholt pursuant to Restricted Stock Awards.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) and to comply with our policies regarding such plans.

The first shares are scheduled to be sold on August 25, 2026, as permitted under the trading arrangement, and subsequent sales under the plan may occur on a regular basis for the duration of the trading arrangement until May 23, 2028.

None of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.

*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.

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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: 2025] [added: 2026] 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: 2025] [added: 2026] 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 "Information About Our Executive Officers" at page [removed: [12](#ie3bf869d266f4ff7b228d2c15547355c_334),] [added: [13](#i91a1f3ad2e2140319cc9517b3446b41d_349),] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2025] [added: 2027] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

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

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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] annual meeting of stockholders.

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| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#ie3bf869d266f4ff7b228d2c15547355c_406)] [added: F-[1](#i91a1f3ad2e2140319cc9517b3446b41d_448)] | | |

| | | | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409)] [added: F-[3](#i91a1f3ad2e2140319cc9517b3446b41d_451)] | | |

| | | | Consolidated Balance Sheets as of March 31, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] | | | [removed: F-[4](#ie3bf869d266f4ff7b228d2c15547355c_16)] [added: F-[4](#i91a1f3ad2e2140319cc9517b3446b41d_16)] | | |

| | | | Consolidated Statements of Operations for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[5](#ie3bf869d266f4ff7b228d2c15547355c_19)] [added: F-[5](#i91a1f3ad2e2140319cc9517b3446b41d_19)] | | |

| | | | Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[6](#ie3bf869d266f4ff7b228d2c15547355c_22)] [added: F-[6](#i91a1f3ad2e2140319cc9517b3446b41d_22)] | | |

| | | | Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[7](#ie3bf869d266f4ff7b228d2c15547355c_25)] [added: F-[7](#i91a1f3ad2e2140319cc9517b3446b41d_25)] | | |

| | | | Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[9](#ie3bf869d266f4ff7b228d2c15547355c_28)] [added: F-[9](#i91a1f3ad2e2140319cc9517b3446b41d_28)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: F-[11](#ie3bf869d266f4ff7b228d2c15547355c_31)] [added: F-[10](#i91a1f3ad2e2140319cc9517b3446b41d_31)] | | |

| 4.2 | | | [Description of Registered Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex42q4fy25.htm) | | | [added: 10-K] | | | [added: 001-42569] | | | | | | [added: 4.2] | | | [added: May 23, 2025] | | | [removed: X] | | |

| [removed: 4.3] [added: 4.4] | | | [removed: [Senior Notes] [added: [First Supplemental] Indenture, dated as of [removed: May 29, 2020, by and] [added: March 7, 2024,] among Microchip Technology Incorporated, the subsidiary guarantors named therein and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.2] [added: 4.1] | | | [removed: June 3, 2020] [added: March 7, 2024] | | | | | |

| [removed: 4.4] [added: 4.5] | | | [Form of [removed: 4.250% Senior] [added: Global] Note [added: for the 5.050% Senior Notes] due [removed: 2025] [added: 2029] (included [removed: in] [added: as] Exhibit [removed: 4.2 of 8-K filed on June 3, 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] [added: A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.4] [added: 4.2] | | | [removed: June 3, 2020] [added: March 7, 2024] | | | | | |

| [removed: 4.5] [added: 4.6] | | | [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: 4.6] [added: 4.9] | | | [Form of [removed: 0.125% Convertible Senior] [added: Global] Note [added: for the 4.900% Senior Notes] due [removed: 2024] [added: 2028] (included [removed: in] [added: as] Exhibit [removed: 4.1 of the 8-K filed on December 2, 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] [added: A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December [removed: 2, 2020] [added: 16, 2024] | | | | | |

| [removed: 4.7] [added: 4.8] | | | [removed: [Senior Secured Notes] [added: [Second Supplemental] Indenture, dated as of [removed: May 28, 2021, by and] [added: December 16, 2024,] among Microchip Technology Incorporated, the subsidiary guarantors named therein and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee and collateral agent](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | [removed: May 28, 2021] [added: December 16, 2024] | | | | | |

| [removed: 4.8] [added: 4.7] | | | [Form of [removed: 0.983%] [added: 0.75% Convertible] Senior [removed: Secured Note] [added: Notes] due [removed: 2024] [added: 2030] (included in Exhibit [removed: 4.1 of 8-K filed on May 28, 2021)](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May [removed: 28, 2021] [added: 31, 2024] | | | | | |

| [removed: 4.9] [added: 4.3] | | | [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: 4.10] [added: 4.14] | | | [removed: [First Supplemental Indenture,] [added: [Indenture,] dated as of [removed: March 7, 2024, among] [added: February 11, 2026, by and between] Microchip Technology [removed: Incorporated, the subsidiary guarantors named therein] [added: Incorporated] and Computershare Trust Company, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312526046713/d18435dex41.htm)] | | | 8-K | | | [removed: 000-21184] [added: 001-42569] | | | | | | 4.1 | | | [removed: March 7, 2024] [added: February 11, 2026] | | | | | |

| [removed: 4.11] [added: 4.10] | | | [Form of Global Note for the 5.050% Senior Notes due [removed: 2029] [added: 2030] (included as Exhibit [removed: A] [added: B] to Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.2] [added: 4.3] | | | [removed: March 7,] [added: December 16,] 2024 | | | | | |

| [removed: 4.13] [added: 10.1] | | | [Form of [added: Capped Call Transaction Confirmation for the] 0.75% Convertible Senior Notes due [removed: 2030 (included in Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex41.htm)] [added: 2030](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex101.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.2] [added: 10.1] | | | May 31, 2024 | | | | | |

| 4.15 | | | [Form of [removed: Global Note for the 4.900%] [added: 0% Convertible] Senior Notes due [removed: 2028] [added: 2030] (included [removed: as Exhibit A to] [added: in] Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524279589/d821385dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312526046713/d18435dex41.htm)] | | | 8-K | | | [removed: 000-21184] [added: 001-42569] | | | | | | 4.2 | | | [removed: December 16, 2024] [added: February 11, 2026] | | | | | |

| [removed: 4.17] [added: 4.11] | | | [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 | | | | | |

| [removed: 4.18] [added: 4.12] | | | [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 | | | | | |

| [removed: 4.19] [added: 4.13] | | | [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 | | | | | |

| [removed: 10.1] [added: 10.2] | | | [Form of Capped Call Transaction [removed: Confirmation](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex101.htm)] [added: Confirmation for the 7.50% Series A Mandatory Convertible Preferred Stock](https://www.sec.gov/Archives/edgar/data/827054/000119312525062515/d943799dex101.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | [removed: May 31, 2024] [added: March 25, 2025] | | | | | |

| [removed: 10.3] [added: 10.4] | | | [removed: [Amended] [added: [Second Amended] and Restated Credit Agreement, dated as of [removed: December 16, 2021,] [added: 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 [removed: agent](https://www.sec.gov/Archives/edgar/data/827054/000082705421000314/ex-101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/827054/000119312525062534/d931383dex101.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | [removed: December 16, 2021] [added: March 25, 2025] | | | | | |

| [removed: 10.7] [added: 10.5] | | | [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: 10.8] [added: 10.6] | | | [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: 10.9*] [added: 10.7*] | | | [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: 10.10*] [added: 10.8*] | | | [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: 10.11*] [added: 10.9*] | | | [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: 10.12*] [added: 10.10*] | | | [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) | | | 10-K | | | 000-21184 | | | | | | 10.9 | | | May 23, 2024 | | | | | |

| [removed: 10.13*] [added: 10.11*] | | | [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 | | | | | |

| [removed: 10.14*] [added: 10.12*] | | | [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: 10.15*] [added: 10.13*] | | | [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: 10.16*] [added: 10.14*] | | | [2004 Equity Incentive Plan, as amended and restated August 20, [removed: 2024](https://www.sec.gov/Archives/edgar/data/827054/000082705424000168/ex_101.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/827054/000082705426000016/ex1014q4fy26.htm)] | | | [removed: 8-K] | | | [removed: 000-21184] | | | | | | [removed: 10.1] | | | [removed: August 22, 2024] | | | [added: X] | | |

| [removed: 10.17*] [added: 10.18*] | | | [Form of Notice of Grant [added: of Restricted Stock Units (Performance)] for 2004 Equity Incentive Plan (including Exhibit A [removed: Stock Option Agreement)](https://www.sec.gov/Archives/edgar/data/827054/000104746904032009/a2145061zex-4_5.htm)] [added: Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] | | | [removed: S-8] [added: 10-K] | | | [removed: 333-119939] [added: 000-21184] | | | | | | [removed: 4.5] [added: 10.18] | | | [removed: October 25, 2004] [added: May 20, 2022] | | | | | |

| [removed: 10.18*] [added: 10.15*] | | | [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: 10.19*] [added: 10.16*] | | | [Form of [removed: Notice of Stock Option] [added: CEO RSU] Grant and [removed: Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1018noticeofstockopt.htm)] [added: RSU Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm)] | | | 10-K | | | 000-21184 | | | | | | [removed: 10.18] [added: 10.19] | | | May 30, 2019 | | | | | |

| [removed: 10.20*] [added: 10.17*] | | | [Form of [removed: CEO RSU] [added: Notice of] Grant [removed: and] [added: of] RSU [removed: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1020s16grantandrsuagt.htm)] | | | 10-K | | | 000-21184 | | | | | | [removed: 10.19] [added: 10.20] | | | May 30, 2019 | | | | | |

| 10.22* | | | [Form of Notice of Grant of Restricted Stock Units [removed: (TSR)](https://www.sec.gov/Archives/edgar/data/827054/000082705420000019/exhibit101.htm)] [added: (PSU, 8 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1011q4fy23.htm)] | | | [removed: 8-K] [added: 10-K] | | | 000-21184 | | | | | | [removed: 10.1] [added: 10.11] | | | [removed: January 7, 2020] [added: May 25, 2023] | | | | | |

| [removed: 10.23*] [added: 10.19*] | | | [Form of Notice of Grant of Restricted Stock Units [removed: (Performance)] for 2004 Equity Incentive [removed: Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] | | | 10-K | | | 000-21184 | | | | | | [removed: 10.18] [added: 10.19] | | | May 20, 2022 | | | | | |

| [removed: 10.24*] [added: 10.20*] | | | [Form of Notice of Grant of Restricted Stock Units [added: (Performance)] for 2004 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] [added: Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 000-21184 | | | | | | [removed: 10.19] [added: 10.1] | | | [removed: May 20,] [added: November 3,] 2022 | | | | | |

| [removed: 10.25*] [added: 10.21*] | | | [removed: [Form] [added: [Amended and Restated Form] of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | [removed: November 3, 2022] [added: February 2, 2023] | | | | | |

| 10.26* | | | [removed: [Amended and Restated Form] [added: [Form] of Notice of Grant of Restricted Stock Units [removed: (Performance)] [added: (PSU, 12 Quarters, Ops Matrix] for [removed: 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm)] [added: Q1FY26 and Q2FY26)](https://www.sec.gov/Archives/edgar/data/827054/000082705426000016/ex1026q4fy26.htm)] | | | [removed: 10-Q] | | | [removed: 000-21184] | | | | | | [removed: 10.1] | | | [removed: February 2, 2023] | | | [added: X] | | |

| [removed: 10.27*] [added: 10.23*] | | | [Form of Notice of Grant of Restricted Stock Units (PSU, [removed: 8] [added: 12] Quarters, [added: Updated] Ops [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1011q4fy23.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1012q4fy23.htm)] | | | 10-K | | | 000-21184 | | | | | | [removed: 10.11] [added: 10.12] | | | May 25, 2023 | | | | | |

| [removed: 10.28*] [added: 10.24*] | | | [Form of Notice of Grant of Restricted Stock Units (PSU, [removed: 12] [added: 8] Quarters, [removed: Updated] Ops [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1012q4fy23.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1029q4fy25.htm)] | | | 10-K | | | [removed: 000-21184] [added: 001-42569] | | | | | | [removed: 10.12] [added: 10.29] | | | May [removed: 25, 2023] [added: 23, 2025] | | | | | |

| [removed: 10.29*] [added: 10.25*] | | | [Form of Notice of Grant of Restricted Stock Units (PSU, [removed: 8] [added: 12] Quarters, Ops [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1029q4fy25.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1030q4fy25.htm)] | | | [added: 10-K] | | | [added: 001-42569] | | | | | | [added: 10.30] | | | [added: May 23, 2025] | | | [removed: X] | | |

| [removed: 10.30*] [added: 10.27*] | | | [Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Ops [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705425000077/ex1030q4fy25.htm)] [added: Matrix for Q3FY26 and Q4FY26)](https://www.sec.gov/Archives/edgar/data/827054/000082705426000016/ex1027q4fy26.htm)] | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

| 10.3 | | | [Form of Capped Call Transaction Confirmation for the 0% Convertible Senior Notes due 2030](https://www.sec.gov/Archives/edgar/data/827054/000119312526046713/d18435dex101.htm) | | | 8-K | | | 001-42569 | | | | | | 10.1 | | | February 11, 2026 | | | | | |

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

| /s/ Rick Cassidy | | | | | | | | | Director | | | | | | May 21, 2026 | | |

| /s/ J. Eric Bjornholt | | | | | | | | | Senior Corporate VP and CFO | | | | | | May 21, 2026 | | |

[Table of Contents](#i91a1f3ad2e2140319cc9517b3446b41d_313)

[Table of Contents](#ie3bf869d266f4ff7b228d2c15547355c_289)

EXHIBIT INDEX

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

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

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

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

| 4.12 | | | [Indenture, dated as of May 31, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524151726/d805953dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | 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 | | | | | |

| 4.16 | | | [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 | | | | | |

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

| 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 | | | | | |

| 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 | | | | | |

| 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 | | | | | |

| 10.21* | | | [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 | | | | | |

| | | | | | | | | | Director | | | | | | | | |

| /s/ J. Eric Bjornholt | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | May 22, 2025 | | |

YEAR ENDED MARCH 31, [removed: 2025][added: 2026]

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#ie3bf869d266f4ff7b228d2c15547355c_406)] [added: F-[1](#i91a1f3ad2e2140319cc9517b3446b41d_448)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#ie3bf869d266f4ff7b228d2c15547355c_409)] [added: F-[3](#i91a1f3ad2e2140319cc9517b3446b41d_451)] | | |

| Consolidated Balance Sheets as of March 31, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] | | | [removed: F-[4](#ie3bf869d266f4ff7b228d2c15547355c_16)] [added: F-[4](#i91a1f3ad2e2140319cc9517b3446b41d_16)] | | |

| Consolidated Statements of Operations for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[5](#ie3bf869d266f4ff7b228d2c15547355c_19)] [added: F-[5](#i91a1f3ad2e2140319cc9517b3446b41d_19)] | | |

| Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2025] [added: 2026] | | | [removed: F-[6](#ie3bf869d266f4ff7b228d2c15547355c_22)] [added: F-[6](#i91a1f3ad2e2140319cc9517b3446b41d_22)] | | |