Every material Form 8-K Microchip Technology has filed with the SEC since March 03, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Microchip Technology reported net sales of $1.622 billion for the second quarter of fiscal year 2027, representing a 42.2% increase from the same period last year. GAAP net income attributable to common stockholders reached $373.6 million, or $0.68 per diluted share, while non-GAAP net income was $559.2 million, or $0.97 per diluted share.
Net sales for the September 30, 2026 quarter were $1.622 billion, up 42.2% year-over-year and 9.2% sequentially.
GAAP EPS was $0.68 and Non-GAAP EPS was $0.97 per diluted share for the quarter.
The company returned approximately $247.6 million to common stockholders through dividends during the September quarter.
December quarter net sales are projected to be down 3% to up 1% sequentially, with a midpoint of down 1%.
At its August 18, 2026 annual meeting, Microchip stockholders approved an amended and restated 2004 Equity Incentive Plan that increases the shares authorized for issuance by 12,000,000. All seven director nominees were elected, and stockholders also ratified Ernst & Young LLP as auditor and approved the named executive compensation on an advisory basis. The plan change adds shares available for equity awards, which matters to shareholders because it can affect share dilution.
Equity Incentive Plan amended to add 12,000,000 authorized shares, approved August 18, 2026
All seven director nominees elected, including Steve Sanghi with 407,175,970 votes for and 37,235,300 against
Ernst & Young LLP ratified as independent auditor for fiscal year ending March 31, 2027 with 448,748,959 votes for
Advisory say-on-pay proposal approved with 366,406,303 votes for and 77,323,079 against
Microchip reported first-quarter fiscal 2027 results for the period ended June 30, 2026. Net sales of $1.485 billion were up 38.0% from a year earlier and above the midpoint of its May 7 guidance, and GAAP and non-GAAP EPS both exceeded the guided ranges. The company guided September-quarter net sales up 7% to 9% sequentially and declared a 45.5-cent common dividend.
Net sales $1.485 billion, up 38.0% year over year from $1.076 billion; guidance midpoint was $1.456 billion
GAAP EPS $0.37 per diluted share versus guidance of $0.28 to $0.29; non-GAAP EPS $0.76 versus guidance of $0.67 to $0.71
Net income attributable to common stockholders $202.0 million, compared with a loss of $46.4 million a year earlier
Quarterly common dividend of 45.5 cents per share declared, payable September 9, 2026 to holders of record August 24, 2026
Microchip Technology's Chief Operating Officer, Richard J. Simoncic, notified the company on July 23, 2026 that he is resigning effective August 17, 2026 to become Chief Executive Officer of Menlo Microsystems, a private company based in Irvine, California. The filing does not name a successor or describe the reasons for the departure beyond the new role.
Richard J. Simoncic, Chief Operating Officer, gave notice on July 23, 2026
Resignation takes effect August 17, 2026
He is joining Menlo Microsystems, Inc., a private company headquartered in Irvine, California, as CEO
The filing does not name a replacement for the COO role
Microchip Technology's board appointed Mitch Little, a former Microchip senior vice president who retired in May 2022, as a director effective June 1, 2026. The board determined he is independent under Nasdaq rules, and he will not serve on any board committee.
Board appointed Mitch Little on May 28, 2026, effective June 1, 2026.
Little retired from Microchip effective May 31, 2022 and previously was Senior Vice President, Worldwide Client Engagement.
Board determined Little meets Nasdaq independent director requirements; he was not appointed to any committee.
He will receive the standard non-employee director compensation described in the 2025 proxy statement.
Microchip reported fourth quarter and fiscal 2026 results on May 7, 2026, with net sales of $1.311 billion, up 35.1% from a year earlier and above the high end of its prior guidance. GAAP net income attributable to common stockholders was $116.4 million, or $0.21 per diluted share, compared with a loss of $156.8 million a year earlier. The company guided June quarter net sales to $1.442 billion to $1.469 billion and non-GAAP EPS to $0.67 to $0.71.
Q4 net sales of $1.311 billion, up 35.1% from $970.5 million a year earlier; GAAP EPS of $0.21 versus a loss of $0.29 per share
Non-GAAP EPS of $0.57 for Q4, up from $0.11 a year earlier; fiscal 2026 non-GAAP EPS of $1.64, up 25.2%
June 2026 quarter net sales guidance of $1.442 billion to $1.469 billion; non-GAAP EPS guidance of $0.67 to $0.71
Quarterly cash dividend of 45.5 cents per common share, payable June 5, 2026 to holders of record on May 22, 2026
Microchip agreed to sell $800 million of 0% convertible senior notes due 2030, and the initial purchasers exercised in full their option for an additional $100 million on February 10, 2026. The company reports net proceeds of approximately $883.3 million, with about $68.0 million used for capped call transactions and the remainder intended to repay commercial paper. Shareholders could face dilution if the notes convert at the initial conversion price of about $104.17 per share, though the capped calls are generally expected to reduce that potential dilution up to a cap price of $148.82 per share.
$800 million of notes sold, plus a $100 million option exercised in full on February 10, 2026; notes mature February 15, 2030
Net proceeds of approximately $883.3 million; about $68.0 million used for capped call transactions
Initial conversion price of about $104.17 per share, a 40.0% premium to the $74.41 last reported sale price on February 9, 2026
Company may not redeem the notes before February 20, 2029; holders may require repurchase on February 15, 2029
Microchip reported third-quarter fiscal 2026 net sales of $1.186 billion, up 15.6% from a year earlier and up 4.0% sequentially. GAAP net income attributable to common stockholders was $34.9 million, or $0.06 per diluted share, compared with a loss of $53.6 million, or $0.10 per share, a year earlier. The company guided fourth-quarter fiscal 2026 net sales to $1.240 billion to $1.280 billion and declared a quarterly dividend of 45.5 cents per share.
Net sales $1.186 billion, up 15.6% from $1.026 billion in the year-ago quarter and up 4.0% sequentially; the updated guidance given January 5, 2026 was $1.185 billion.
Non-GAAP diluted EPS $0.44, up from $0.20; GAAP diluted EPS $0.06, up from a loss of $0.10. The updated guidance for non-GAAP EPS was $0.40.
Fourth-quarter fiscal 2026 net sales guidance of $1.240 billion to $1.280 billion; GAAP diluted EPS guidance of $0.08 to $0.12.
Quarterly common dividend of 45.5 cents per share, payable March 10, 2026 to holders of record on February 23, 2026.
Microchip said it expects net sales of about $1,185 million for the fiscal third quarter ended December 31, 2025. That is above its original guidance of $1,109 million to $1,149 million from November 6, 2025, and above the high end of the range it had revised on December 2, 2025. The company will report full third-quarter results on February 5, 2026, and no conference call is planned for this update.
Expected Q3 fiscal 2026 net sales: about $1,185 million
Original guidance (November 6, 2025): $1,109 million to $1,149 million
Revised guidance (December 2, 2025): net sales at the high end of the original range
Full Q3 fiscal 2026 results due February 5, 2026; no conference call scheduled
Microchip reported second-quarter fiscal 2026 net sales of $1.140 billion, up 6% from the prior quarter and above the $1.130 billion guidance midpoint, but down 2% from a year earlier. GAAP net income attributable to common stockholders fell to $13.9 million from $78.4 million, and the company guided third-quarter net sales to a midpoint of $1.129 billion, slightly below the second quarter.
Net sales of $1.140 billion, versus $1.164 billion in the year-ago quarter and a guidance midpoint of $1.130 billion.
GAAP diluted EPS of $0.03 versus $0.14 a year earlier; non-GAAP diluted EPS of $0.35 versus $0.46.
Third-quarter fiscal 2026 net sales guidance of $1.109 billion to $1.149 billion; GAAP diluted EPS guidance of $(0.02) to $0.02.
Quarterly dividend of 45.5 cents per share declared, payable December 9, 2025 to holders of record on November 24, 2025.
For the quarter ended June 30, 2025, Microchip reported net sales of $1.0755 billion, up 10.8% sequentially, down 13.4% from a year earlier, and above the $1.0575 billion midpoint of its May 29, 2025 guidance. The company posted a GAAP net loss attributable to common stockholders of $46.4 million, or $0.09 per diluted share, compared with GAAP net income of $129.3 million a year earlier, and guided September quarter net sales to $1.130 billion plus or minus $20.0 million.
Net sales were $1.0755 billion, up 10.8% sequentially and down 13.4% from $1.241 billion in the year-earlier quarter.
GAAP net loss attributable to common stockholders was $46.4 million, or $0.09 per diluted share; non-GAAP net income was $154.7 million, or $0.27 per diluted share.
Inventory dollars fell $124.4 million during the quarter.
Board declared a quarterly common dividend of 45.5 cents per share, payable September 5, 2025 to holders of record on August 22, 2025.
Microchip Technology reported fourth-quarter fiscal 2025 results for the quarter ended March 31, 2025. Net sales were $970.5 million, down 26.8% from a year earlier but above the midpoint of the company's $960.0 million guidance, and the company guided first-quarter fiscal 2026 net sales to $1.020 billion to $1.070 billion. GAAP results were a net loss attributable to common stockholders of $156.8 million, or $0.29 per diluted share, compared with a profit a year earlier, and included restructuring charges.
Q4 net sales of $970.5 million, down 26.8% from $1.326 billion a year earlier and above the $960.0 million guidance midpoint.
GAAP net loss attributable to common stockholders of $156.8 million, or $0.29 per diluted share, versus net income of $154.7 million a year earlier.
Non-GAAP EPS of $0.11 per diluted share, within the $0.05 to $0.15 guidance range given February 6, 2025.
Q1 fiscal 2026 net sales guidance of $1.020 billion to $1.070 billion; quarterly dividend of 45.5 cents per share payable June 5, 2025.
Microchip Technology's board appointed Rick Cassidy, a senior vice president at Taiwan Semiconductor Manufacturing Co. (TSMC) and chairman of TSMC Arizona, as a director effective May 2, 2025, and increased the board size from 6 to 7. The filing says Cassidy has not yet been named to any board committee and will receive the standard non-employee director compensation.
Rick Cassidy appointed to the board effective May 2, 2025; board appointment approved May 1, 2025
Board size increased from 6 to 7 directors
Cassidy is senior vice president of corporate strategy development at TSMC and chairman of TSMC Arizona
No committee assignment yet; he will join the standard non-employee director compensation plan
On March 25, 2025, Microchip Technology entered a Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, replacing its existing credit agreement dated December 16, 2021. The unsecured revolving facility allows borrowings of up to $2.25 billion, and no loans or letters of credit were outstanding at signing. The agreement runs until March 25, 2030, and includes covenants that restrict dividends, stock repurchases and acquisitions, as well as a change of control default.
Unsecured revolving facility of up to $2.25 billion, with a $250 million foreign currency sublimit, a $25 million letter of credit sublimit and a $20 million swingline sublimit
No revolving loans or letters of credit were outstanding as of March 25, 2025
Commitments terminate March 25, 2030; the company may add up to $1.0 billion in incremental term loans or commitment increases
Financial maintenance covenants require compliance with a maximum total leverage ratio and a minimum interest coverage ratio
Microchip Technology agreed on March 20, 2025 to sell 27,000,000 depositary shares of its 7.50% Series A Mandatory Convertible Preferred Stock, and underwriters exercised their option for 2,700,000 more on March 21. The offering closed March 25, 2025, and the preferred stock will convert into common shares around March 15, 2028, which could dilute common shareholders, while preferred holders receive dividends and liquidation priority ahead of common stock.
27,000,000 depositary shares were sold, plus 2,700,000 over-allotment shares exercised in full on March 21, 2025; the offering closed March 25, 2025.
Each depositary share is a 1/20th interest in a preferred share with a $1,000 liquidation preference and a 7.50% annual dividend, payable quarterly at the board's discretion.
Each preferred share converts around March 15, 2028 into between 16.0060 and 19.6080 common shares, based on the average stock price over a 20-trading-day period.
Capped call transactions with several banks have an initial cap price of $71.40 per share and are generally expected to reduce potential dilution; common dividends and repurchases are restricted while preferred dividends are unpaid.
Microchip Technology announced additional restructuring, including about 2,000 headcount reductions across its fabs, Philippines backend facility and business units, and a closure of its Tempe, Arizona Fab 2 that is now expected to finish in May 2025, several months earlier than planned. The company estimates $30 million to $40 million in related costs and about $45 million in charges tied to canceling or modifying long-term wafer supply agreements, against expected annualized operating expense savings of $90 million to $100 million.
About 2,000 headcount reductions, starting March 3, 2025, with full implementation expected by the end of the June 2025 quarter
Estimated restructuring costs of $30 million to $40 million, including cash severance and other related charges
Expected charges of about $45 million tied to canceling or modifying long-term wafer foundry supply agreements
Expected annualized operating expense reductions of $90 million to $100 million, plus about $25 million in additional factory employment cost savings
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