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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 June 30, 2026

OR

☐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: 001-42569

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MICROCHIP TECHNOLOGY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware86-0629024
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per shareMCHPNASDAQ 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 shareMCHPPNASDAQ 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 July 28, 2026 was 543,008,691.

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – June 30, 2026 and March 31, 20264
Condensed Consolidated Statements of Operations – Three Months Ended June 30, 2026 and 20255
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended June 30, 2026 and 20256
Condensed Consolidated Statements of Cash Flows – Three Months Ended June 30, 2026 and 20257
Condensed Consolidated Statements of Changes in Equity - Three Months Ended June 30, 2026 and 20258
Notes to Condensed Consolidated Financial Statements9
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
PART II. OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3.Defaults Upon Senior Securities64
Item 4.Mine Safety Disclosures64
Item 5.Other Information64
Item 6.Exhibits65
Signatures

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)

TermDefinition
4.900% 2028 Notes2028 Senior Unsecured Notes, maturing on March 15, 2028
5.050% 2029 Notes2029 Senior Unsecured Notes, maturing on March 15, 2029
5.050% 2030 Notes2030 Senior Unsecured Notes, maturing on February 15, 2030
2017 Senior Convertible Debt2017 Senior Subordinated Convertible Debt, maturing on February 15, 2027
2020 Senior Convertible Debt2020 Senior Subordinated Convertible Debt, matured on November 15, 2024
2024 Senior Convertible Debt2024 Senior Convertible Debt, maturing on June 1, 2030
2026 Senior Convertible Debt2026 Senior Convertible Debt, maturing on February 15, 2030
AI/MLArtificial Intelligence and Machine Learning
ASUAccounting Standards Update
CEMsClient engagement managers
Commercial PaperShort-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 Debt2017 Senior Convertible Debt, 2020 Senior Convertible Debt, 2024 Senior Convertible Debt and 2026 Senior Convertible Debt
Credit AgreementAmended 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 SharesDepositary Shares, each representing a 1/20th interest in a share of Series A Preferred Stock
ESGEnvironmental, social and governance
Exchange ActSecurities Exchange Act of 1934, as amended
FAEsField applications engineers
FASBFinancial Accounting Standards Board
FPGAField-programmable gate array
IoTInternet of Things
LTSAsLong-term supply agreements
OEMsOriginal equipment manufacturers
R&DResearch 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
RSUsRestricted stock units
SECU.S. Securities and Exchange Commission
Senior IndebtednessRevolving Credit Facility, Commercial Paper, 4.900% 2028 Notes, 5.050% 2029 Notes, and 5.050% 2030 Notes
Senior Notes4.900% 2028 Notes, 5.050% 2029 Notes, and 5.050% 2030 Notes
Series A Preferred Stock7.50% Series A Mandatory Convertible Preferred Stock, issued on March 25, 2025, $0.001 par value per share
TSSTotal System Solution
U.S. GAAPU.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