微芯科技美股招股说明书(2025-03-19版)

Microchip Technology Incorporated % Series A Mandatory Convertible Preferred Stock We are offering 27,000,000 depositary shares (“Depositary Shares”), each of which represents a 1/20th interest in a share of our% SeriesA Mandatory ConvertiblePreferred Stock, par value $0.001 per share (“Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible Preferred Stock will be deposited with EquinitiTrust Company, LLC, as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights andpreferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of such deposit agreement.Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee of our board of directors, at an annual rate of% on the liquidation preference of $1,000 per share. We may pay declared dividends in cash or, subject to certainlimitations, in shares of our common stock, par value $0.001 per share, or in any combination of cash and common stock on March15, June15, September15 and December15of each year, commencing on, and including, June15, 2025 and ending on, and including, March15, 2028. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share represents a liquidationpreference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the second business day immediatelyfollowing the last trading day of the final averaging period (as defined below) into betweenandshares of our common stock, subject to anti-dilutionadjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of our common stock overthe20-trading-dayperiodbeginning on, and including, the 21st scheduled trading day prior to March15, 2028, which we refer to herein as the “final averaging period.” At anytime prior to March15, 2028, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on suchholder’s behalf, into a number of shares of our common stock equal to the minimum conversion rate of, subject to anti-dilution adjustments. If a holder of 20 DepositaryShares causes the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, during a specified period beginning on theeffective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled to a makewhole dividend amount (as described herein). Prior to this offering, there has been no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. We intend to apply tolist the Depositary Shares on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MCHPP.” Our common stock is listed on Nasdaq under thesymbol “MCHP.” Investing in the Depositary Shares involves risks. See the section titled “Risk Factors” beginning on pageS-14of this prospectussupplement and in our Annual Report on Form10-Kfor the fiscal year ended March31, 2024 and our Quarterly Reports on Form10-Qforthe fiscal quarters ended June30, 2024, September30, 2024 and December31, 2024. PerDepositaryShareTotalPrice to Public(1)$$Underwriting discount(1)(2)$$Proceeds, before expenses, to Microchip Technology Incorporated$$ We have granted the underwritersa13-dayoptionto purchase up to 2,700,000 additional Depositary Shares from us at the public offering price, less the underwritingdiscount, solely to cover over-allotments. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering, before you make your investment It is expected that delivery of the Depositary Shares will be made against payment therefor on, 2025, which is the second business day following the trade date forthe Depositary Shares (such settlement cycle being referred to as “T+2”). UnderRule15c6-1underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”),trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers whowish to trade the Depositary Shares prior to the business day preceding the settlement date will be required, by virtue of the fact that the Depositary Share