Material Agreement Form 8 K

Item 1.01  Entry into a Material Definitive Agreement.

On November 8, 2024 (the "Effective Date"), Microchip Technology Incorporated, a Delaware corporation (the "Company"), entered into a Second Amendment (the "Amendment"), by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"). The Amendment amends the Amended and Restated Credit Agreement, dated as of December 16, 2021 (as amended by the First Incremental Term Loan Amendment, dated as of August 31, 2023, the "Existing Credit Agreement"), by and among the Company, the lenders from time-to-timeparty thereto and the Administrative Agent. Among other things, the Amendment amends the maximum total leverage ratio financial covenant for the quarterly periods ending on December 31, 2024 through December 31, 2025 to 4.75 to 1.00. As specified in the Amendment, a maximum total leverage ratio of 3.50 to 1.00 will continue to apply for purposes of testing compliance with that financial covenant in connection with certain indebtedness, investments, restricted payments and increasing commitments under the Existing Credit Agreement.

Certain of the lenders under the Amendment and their affiliates have engaged in, and may in the future engage in, investment banking, commercial lending and other commercial dealings in the ordinary course of business with the Company or the Company's affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Additional details of the Existing Credit Agreement were previously disclosed in the Company's Current Reports on Form 8-Kfiled with the Securities and Exchange Commission on December 16, 2021 and August 31, 2023.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.