Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 0-21184

MICROCHIP TECHNOLOGY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)


Delaware						86-0629024
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification No.)

2355 W. Chandler Blvd., Chandler, AZ 85224-6199

(Address of Registrant's Principal Executive Offices)

(480) 792-7200

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	MCHP	NASDAQ Stock Market LLC
		(Nasdaq Global Select Market)
Depositary Shares, each representing a 1/20th interest in a share of 7.50% Series A Mandatory Convertible Preferred Stock $0.001 par value per share	MCHPP	NASDAQ Stock Market LLC
	(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant's Common Stock, $0.001 par value per share, as of October 28, 2025 was 540,446,834.

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

INDEX




PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets – September 30, 2025 and March 31, 2025	4
	Condensed Consolidated Statements of Operations – Three and Six Months Ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended September 30, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows – Six Months Ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended September 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
	Signatures

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)


Term						Definition





4.250% 2025 Notes						2025 Senior Unsecured Notes, matured on September 1, 2025
4.900% 2028 Notes						2028 Senior Unsecured Notes, maturing on March 15, 2028
5.050% 2029 Notes						2029 Senior Unsecured Notes, maturing on March 15, 2029
5.050% 2030 Notes						2030 Senior Unsecured Notes, maturing on February 15, 2030
2015 Senior Convertible Debt						2015 Senior Convertible Debt, matured on February 15, 2025
2017 Senior Convertible Debt						2017 Senior Convertible Debt, maturing on February 15, 2027
2020 Senior Convertible Debt						2020 Senior Convertible Debt, matured on November 15, 2024
2024 Senior Convertible Debt						2024 Senior Convertible Debt, maturing on June 1, 2030


ASU						Accounting Standards Update


CEMs						Client engagement managers
CHIPS Act						CHIPS and Science Act of 2022
Commercial Paper						Short-term unsecured promissory notes, of up to $2.75 billion outstanding at any one time, further updated to $2.25 billion outstanding at any one time pursuant to the Credit Agreement, as amended in March 2025
Convertible Debt						2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt and 2024 Senior Convertible Debt.
Credit Agreement						Amended and Restated Credit Agreement, dated as of December 16, 2021, among the Company, as borrower, the lenders from time to time party thereto, and J.P. Morgan Chase Bank, N.A., as administrative agent, as amended by the Second Amended and Restated Credit Agreement, dated as of March 25, 2025
Depositary Shares						Depositary Shares, each representing a 1/20th interest in a share of Series A Preferred Stock

EAR						Export Administration Regulation


ESG						Environmental, social and governance

Exchange Act						Securities Exchange Act of 1934, as amended
FAEs						Field applications engineers
FASB						Financial Accounting Standards Board
FPGA						Field-programmable gate array

LTSAs						Long-term supply agreements
OEMs						Original equipment manufacturers
PSUs						RSUs with a market condition or a performance condition, and a service condition
R&D						Research and development
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 Agreement, dated as of March 25, 2025


RSUs						Restricted stock units

SEC						U.S. Securities and Exchange Commission

Senior Indebtedness						Revolving Credit Facility, Commercial Paper, 4.250% 2025 Notes, 4.900% 2028 Notes, 5.050% 2029 Notes, and 5.050% 2030 Notes
Senior 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 Stock, issued on March 25, 2025, $0.001 par value per share







U.S. GAAP						U.S. Generally Accepted Accounting Principles

(1) Certain terms used within this Form 10-Q are defined in the above table.

Table of Contents

PART I. FINANCIAL INFORMATION

Next: Item 1. . Financial Statements