微芯科技美股招股说明书(2025-03-21版)

Microchip Technology Incorporated 7.50% 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 7.50% SeriesA Mandatory Convertible Preferred Stock, par value$0.001 per share (“Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible Preferred Stock will be deposited with Equiniti Trust Company, LLC, as bank depositary, pursuant to adeposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences 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 ofdirectors, at an annual rate of 7.50% on the liquidation preference of $1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, 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 December15 of each year, commencing on, and including, June15, 2025 and ending on, andincluding, March15, 2028.Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share represents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the final averaging period(as defined below) into between 16.0060 and 19.6080 shares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will bedetermined 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 any time prior to March15, 2028, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of our MandatoryConvertible Preferred Stock, on such holder’s behalf, into a number of shares of our common stock equal to the minimum conversion rate of 16.0060, subject to anti-dilution adjustments. If a holder of 20Depositary Shares 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 the effective date of afundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled to a make whole 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 to list the DepositaryShares on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MCHPP.” Our common stock is listed on Nasdaq under the symbol “MCHP.” Investing in the Depositary Shares involves risks. See the section titled “Risk Factors” beginning on pageS-14of this prospectus supplement and in ourAnnual Report on Form10-Kfor the fiscal year ended March31, 2024 and our Quarterly Reports on Form10-Qfor the fiscal quarters ended June30, 2024,September30, 2024 and December31, 2024. Price to Public(1)Underwriting discount Proceeds, before expenses, to Microchip Technology Incorporated (1)Assumes no exercise of the underwriters’ over-allotment option to purchase additional Depositary Shares described below.(2)See the section titled “Underwriting (Conflicts of Interest)” beginning on pageS-80of this prospectus supplement for a description of the compensation payable to the underwriters. We have granted the underwritersa13-dayoptionto purchase up to 2,700,000 additional Depositary Shares from us at the public offering price, less the underwriting discount, 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 this prospectus 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 decision.It is expected that delivery of the Depositary Shares will be made against payment therefor on March 25, 2025, which is the second business day following the trade date for the Depositary Shares (such settlement cycle being referred to as “T+2”). UnderRule15c6-1underthe Securities Exchange Act of 1934, as amended (the “Exchange A