Added10-Q 2026-11-05 vs 10-K 2026-05-21
• our ability to secure sufficient wafer foundry, assembly and testing capacity;
MCHPMicrochip Technology
We develop, manufacture and sell smart, connected and secure embedded control solutions used by our customers for a wide variety of applications. 10-K, Item 1
- Employees
- 17,900
- Headquarters
- Chandler, AZ
- CEO
- Steve Sanghi
- Next results
- around Jan 4, 2027
Risk factors in the latest filings
42 new paragraphs in the 10-K, 18 new in the latest 10-Q
New in the 10-K
Paragraphs with nothing like them in last year's 10-K
42 paragraphs in Risk Factors of the 10-K filed May 21, 2026 with nothing like them in the 10-K filed May 23, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•impact of supplier disruptions affecting the availability and cost of raw materials, components, or equipment;
•impact of restrictions, export controls, or other limitations on critical materials sourced from concentrated suppliers reducing sales;
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•impact of geopolitical instability in the Middle East on the availability of critical semiconductor materials, fuel costs, and our ability to meet customer demand;
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•ability to introduce new products on a timely basis, including in response to market changes driven by AI and other factors, or by changing our product design and manufacturing to more advanced technology nodes;
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•impact of evolving risks related to artificial intelligence, cybersecurity and data privacy across our products, operations, regulatory compliance, intellectual property, talent, and transactions;
Similar paragraph at 1 of 74 other Technology companies: ADIRead in the 10-K ↗
•our ability to introduce new products that will achieve broad market acceptance at favorable prices and margins;
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Show the other 18
Our manufacturing operations require a continuous supply of raw and processed materials, components, and production equipment that must meet stringent performance and quality standards. Although we generally maintain multiple sources for these items, only a limited number of suppliers may be capable of meeting our technical requirements. From time to time, we have experienced supply shortages, extended lead times, supplier announcements that certain orders could not be fulfilled, or the discontinuation of updates or parts for certain equipment. For example, in fiscal 2023 and fiscal 2022, we experienced cost increases from certain suppliers for materials used in our production processes; although conditions stabilized in fiscal 2024 and fiscal 2025, similar cost pressures may recur.
Any interruption in the supply of raw materials, components, or equipment - or reduced supplier support for key manufacturing tools - could adversely affect our ability to produce products in the required volumes or on expected timelines. Supply availability may be further limited as global semiconductor demand increases, suppliers shift production toward higher cost or more complex products, or as a result of supply chain disruptions, transit delays, or political instability. For example, as memory manufacturers transition to more advanced products, availability of the memory components we use may become constrained, have longer lead times, or become more expensive. Consolidation among suppliers may reduce supply alternatives or alter our commercial relationships. In addition, reduced labor availability or public health concerns may further impact the supply chain.
Any of these factors could increase our manufacturing costs, impair our sourcing flexibility, delay our production schedules, and adversely affect our operating results. Additionally, our sales may be adversely impacted if tariffs or government trade actions restrict access to needed supplies.
Tariffs, trade restrictions, and evolving global trade policies pose risks to our supply chain, cost structure, and customer demand. Beginning in 2018 and continuing through 2026, the U.S. imposed additional tariffs on various imports, and several countries have imposed retaliatory tariffs on goods originating from the U.S. Although semiconductors currently remain exempt from certain U.S. tariffs under the ongoing Section 232 investigation, many inputs used in semiconductor manufacturing - including chemicals, metals, and equipment - remain subject to country specific tariffs or may become subject to new duties. The tariff landscape remains uncertain and may change with limited notice.
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Tariffs and trade restrictions also affect our customers. If customers face reduced availability of labor, materials, or components, whether due to trade restrictions, supplier disruptions, escalating shipping constraints, or public health issues, they may reduce or suspend production of their own products, leading to decreased demand for our products. For example, in 2025, government actions involving Nexperia (including export control measures and interventions affecting its operations and cross-border shipments) resulted in restricted availability of certain mature-node semiconductors (such as discrete devices and standard logic) that are widely used by automotive and consumer electronics manufacturers. As a result, some of our customers may experience shortages of these components which may reduce their production volumes and, in turn, reduce demand for our products. Any such customer side disruptions may negatively affect our revenue and operating results.
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs collected pursuant to the International Emergency Economic Powers Act (IEEPA) were unconstitutional. On April 20, 2026, the U.S. Customs and Border Protection (CBP) began processing refunds through its Consolidated Administration and Processing of Entries (CAPE) portal. Although Microchip was the importer of record for products that were subject to tariffs imposed under IEEPA and should be entitled to a refund, the timing and the amount of any such recovery is not yet clear. As such, this could have a favorable impact on our financial position, operations, or cash flows, but we cannot predict the timing, likelihood, or amount of any refunds or other recoveries we may realize.
We may lose sales if critical materials from concentrated sources become restricted or subject to export controls.
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China is a predominant producer of many rare earth materials essential to the global electronics industry. In 2025, China imposed and later expanded export restrictions and licensing requirements on certain rare earth elements and related magnets. Although some restrictions were subsequently suspended for certain U.S. end‑users, future restrictions or renewed implementation could constrain global supply. If China further restricts exports or pressures other countries to do so, our suppliers may face shortages, longer lead times, or increased costs. Limited access to these materials could impair our ability to manufacture certain products, increase our production costs, or reduce our competitiveness relative to manufacturers with alternative supply sources. These constraints may also affect downstream customers; for example, export controls on rare earth magnets have previously led certain automotive manufacturers to temporarily suspend operations.
Any such impacts on our customers’ production levels may reduce demand for our products and adversely affect our operating results.
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manufacturing subcontractors are becoming capacity constrained in their ability to manufacture such products. These events may limit the amounts of net sales that we can achieve or require us to make significant investments to be able to manufacture these products in our own facilities or at other foundries and assembly and testing contractors, but we believe that we will be able to obtain sufficient capacity from our manufacturing subcontractors.
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Having a strong position in the Chinese market is a key component of our global growth strategy. Although our sales in
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Geopolitical instability in the Middle East may disrupt critical semiconductor materials, increase fuel costs, and adversely affect our ability to meet customer demand.
Geopolitical instability and conflicts in the Middle East, including military activity and escalating tensions involving Iran, create significant uncertainty for global markets, including energy and materials markets, and could adversely impact our operations and financial results. The region is a major source of global oil production and a critical transit point for maritime shipping routes. Hostilities, infrastructure damage, sanctions, or blockages of key shipping lanes could disrupt oil production and distribution, reducing the availability of fuel or increasing fuel prices. Recent armed conflicts have already forced key state sponsored fuel production facilities in the region offline, contributing to global fuel price volatility.
In addition to fuel‑related risks, current conflict in the Middle East is disrupting supplies of critical semiconductor materials - including helium and bromine, both essential for wafer fabrication processes. For example, Qatar accounts for more than one‑third of the world’s helium production, and recent Iranian drone strikes halted operations at major helium facilities. Additionally, bromine supplies are also at risk, as approximately two‑thirds of the global production originates from Israel and Jordan, and disruptions in the region could affect semiconductor etching, detection, and circuit‑formation processes.
Our operations rely heavily on global logistics networks - including ocean freight, air freight, and long‑haul trucking - that depend on stable and cost‑effective fuel supplies. Significant increases in fuel costs, reductions in carrier capacity, or extended transit times could materially increase our transportation and distribution expenses. Shipping carriers may impose fuel surcharges, reroute vessels, reduce service frequency, or experience delays, each of which could impair our ability to obtain raw materials or deliver finished products to customers on expected timelines.
Because many of our semiconductor products support time‑critical applications in the automotive, industrial, communications, aerospace and defense, and consumer sectors, delays in obtaining critical materials or increases in logistics costs could negatively impact customer relationships and customers’ production schedules or purchasing decisions, reduce demand, and result in penalties under certain customer agreements. Prolonged or severe disruption - whether due to fuel shortages, materials constraints, logistics delays, or increased energy costs, or reduced customer demand - could adversely affect our ability to meet customer commitments and could materially harm our business, financial condition, and results of operations.
Read in the 10-K ↗
orders, in fiscal 2023 and fiscal 2024. Because we built inventories in response to customer demand, the cancellation or deferral of product orders resulted in excess inventory, which then resulted in write-downs of inventory and an adverse effect on our gross margins in fiscal 2025 and fiscal 2026.
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•product introductions by our competitors or by us in response to actions taken by our competitors;
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•understanding and predicting changes in the market segments that we serve, including changes driven by AI;
•timely completion and introduction of new product designs, and the ability to produce these products at desired volumes, including those developed on more advanced technology nodes such as our first 3nm PCIe Gen 6 Switch;
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•the level of competition for our new products and how the features and prices of our new products compare with competing products;
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We face significant and evolving risks related to AI across our products, operations, cybersecurity, regulatory compliance, intellectual property, confidential information, privacy, workforce, customer transactions, and customer demand, any of which could adversely affect our business, results of operations, financial condition and reputation.
Market dynamics and our product strategy are increasingly influenced by AI. Our ability to design, develop and timely introduce competitive products and processes - including those implementing new technologies such as AI, or complying with new governmental restrictions regarding implementation of new technologies - may be affected by how quickly we and our customers adapt to market changes driven by AI, and by the rate at which the markets we serve redesign and change their own products in response to AI and other market forces. Failure to respond timely could impair our competitive position, reduce design wins and sales, and negatively affect our margins.
Demand for AI-related products is subject to concentration and investment-cycle risk, and any slowdown or shift in AI spending could reduce demand for our products, pressure margins, and adversely affect our operating results.
AI also amplifies cybersecurity threats. As AI and machine learning evolve, they may lead to the development of dramatically more effective security tools, and cyber‑attackers may leverage these tools to enhance attack methods, identify novel security vulnerabilities, develop malicious code, sophisticated phishing attempts, and convincing deep fakes that manipulate our content or the voices or images of our leaders. Threats may also be introduced by our employees', our customers’, or our partners’ use of AI tools, including where AI‑generated source code incorporated into products or systems introduces malicious code or security vulnerabilities. We may be unaware of an incident, its magnitude or its effects until significant harm is done.
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Our products and intellectual property may face heightened security, safety and reliability risks when used in AI‑enabled applications, including in the cloud, IoT, automotive and other emerging use cases. Security vulnerabilities in our products, industry‑standard specifications, or licensed intellectual property may be exploited, and we or our customers may not promptly detect or fully assess the impact of such vulnerabilities. These risks could result in reduced demand, adverse publicity, remediation costs, customer claims, litigation or regulatory scrutiny.
AI‑related laws, regulations and national and regional governmental policies are rapidly evolving and inconsistent across jurisdictions. New and existing frameworks in the United States, the European Union and China - including the EU AI Act’s risk‑based approach - may impose additional compliance, transparency, conformity assessment, monitoring or usage‑restriction obligations on AI‑enabled products. Conflicting regulatory requirements across jurisdictions increase compliance complexity and costs, and failure or perceived failure to comply could result in fines, penalties, investigations, restrictions on product offerings, reputational harm, or lost sales or talent.
We also face AI‑related risks in acquisitions and strategic relationships, including regulatory violations or cybersecurity risks arising from an acquired company’s or partner’s use of AI. In addition, competition for talent with AI expertise has intensified, and our ability to attract, retain and train personnel with appropriate AI skills and literacy is critical to our innovation and product roadmap.
Uncertainty in intellectual property law relating to works created using AI technology may result in changing or inconsistent IP protections, which could adversely affect our ability to protect or commercialize innovations developed with AI. Collectively, these AI‑related risks could lead to operational disruption, increased costs, reputational harm, loss of market share, reduced revenue and margins, and adverse impacts on our financial condition and stock price.
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are currently, and we may be required to increase our data processing capabilities in the EEA at significant expense. Additionally, other countries outside of the EEA have passed or are considering passing laws requiring local data residency, which could increase the cost and complexity of providing our products in those jurisdictions.
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semiconductor equipment manufacturing end-uses. Further, this regulation and others expanded the scope of foreign-produced items subject to license requirements under U.S. law.
Export controls, sanctions, and trade restrictions are increasingly complex and subject to discretionary interpretation by regulatory authorities, with requirements that may change through guidance, enforcement, or licensing decisions. Even where we believe authorizations apply, differing or changing regulatory interpretations could disrupt shipments, delay revenue recognition, require product or customer changes, and adversely affect our operating results.
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On August 1, 2025, the U.S. administration implemented additional changes to its tariff policy, including the suspension of the de minimis exemption, expiration of the 10% baseline tariff, implementation of revised reciprocal tariffs tailored to each trading partner, and the imposition of tariffs on particular goods (e.g., copper). Although semiconductors remain exempt from most of the recent tariff actions, an increase in tariffs on semiconductors is expected to be imposed once the Section 232 investigation into the impact on U.S. national security by imports of semiconductors, semiconductor manufacturing equipment and their derivative products is concluded. Semiconductors may also be subject to tariffs resulting from ongoing trade negotiations. Although the U.S. Supreme Court ruled that IEEPA-based tariffs are unconstitutional, we cannot predict the timing, likelihood, or amount of any refunds or other recoveries.
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with respect to tax incentive agreements, changes in foreign currency exchange rates, and adverse resolution of audits and examinations of previously filed tax returns.
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manufacturing process changes may have on the products that we provide to such customers, we have to take a measured approach when implementing changes to our facilities, manufacturing processes, and manufacturing inputs. If we are unable to implement the necessary abatement plan, we may be required to ramp down our existing operations significantly or risk noncompliance with regulations.
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In recent years, there has been an increased focus on corporate responsibility matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, data privacy, cybersecurity, trade controls, responsible sourcing and supply chain, use of products for illegal or unethical purposes, human rights, and
Read in the 10-K ↗
New in the latest 10-Q
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
18 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Paper. As of September 30, 2026, the Company had $ 364.0 million of Commercial Paper outstanding with a weighted-average interest rate of 4.11 %.
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Total purchase commitments as of September 30, 2026, are as follows (in millions):
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During the quarter ended September 30, 2026, as a result of legal entity restructuring, the Company determined that certain deferred tax assets are now more likely than not realizable. The effect of this change in judgment was to record an income tax benefit of $ 71.8 million through continuing operations, which increased basic and diluted net income per common share by $ 0.13 for both the three and six months ended September 30, 2026.
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reached a settlement with the IRS for fiscal years 2007 through 2015. The timing of the agreed final stipulations is uncertain but could be completed in the next 12 months.
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On October 8, 2026, the Company completed its acquisition of Vorago Technologies, Inc., a privately held U.S.-based provider of radiation-hardened and radiation-tolerant microcontrollers and microprocessors, for cash consideration of approximately $ 93.1 million at closing.
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Show the other 13
simulation and layout, and our in-house photomask and wafer fabrication facilities enable us to rapidly verify design techniques by processing test wafers quickly and efficiently.
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the 2014 to 2015 Notice. In September 2025, we reached a settlement with the IRS for fiscal 2007 through fiscal 2015. The timing of the agreed final stipulations is uncertain but could be completed in the next 12 months.
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Risk Factors
effectively manage our production based on changes in order forecasts, our revenue and operating results will likely suffer.
Read in the 10-Q ↗
ship products incorporating our technology, or if there is a decrease in product demand due to a business disruption, our royalty revenue may decline.
Read in the 10-Q ↗
We have acquired, and expect in the future to acquire, additional businesses that we believe will complement or augment our existing businesses. Integration of our acquisitions is complex and may be costly and time consuming and
Read in the 10-Q ↗
Our success depends on the contributions of our senior management team. We have experienced transitions with
Read in the 10-Q ↗
communication processes, such processes cannot eliminate all vulnerabilities, guarantee that vulnerabilities will be identified before they are publicly disclosed or exploited, or ensure that mitigation efforts will be timely or effective.
Read in the 10-Q ↗
Semiconductors may also be subject to tariffs resulting from ongoing trade negotiations.
Read in the 10-Q ↗
Our failure to comply, or the failure of entities that we have acquired over time to have complied, with regulations could result in significant fines, litigation or administrative actions by regulators or others, liability for clean-up, criminal and civil liabilities, import/export restrictions, reduction or suspension of production, cessation of operations or future liabilities.
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customer or a reduction in purchases from us, and we may have to write off inventory if it cannot be sold.
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Other information
On November 3, 2026, Victor Peng informed our Board of Directors (the "Board") of his decision to step down from the Board, effective as of that date, due to his time commitments on other matters including serving as Chief Executive Officer of PsiQuantum. Mr. Peng’s decision was not the result of any disagreement with the Company, its management, or the Board. The Board thanks Mr. Peng for his service and contributions during his tenure on the Board.
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On September 1, 2026 and September 19, 2026, we detected unauthorized activity involving certain of our information technology systems. In each instance, we promptly activated our incident response process and engaged cybersecurity advisors to assist with containment, remediation and investigation. The incidents have not affected our ability to produce and ship products to customers. We have isolated certain systems as part of the containment measures and are working to restore affected systems and mitigate the impact of these incidents. Based on information currently available to us, while certain follow-up activities are still in process, our investigation has determined that as of the date of this quarterly report and given the response measures taken, we do not believe the incidents have materially affected, or may be reasonably likely to materially affect, our business, operations, or financial condition. We will continue to evaluate the incidents and their impact as the investigations progress.
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Item 6
* Compensation plans or arrangements in which directors or executive officers are eligible to participate.
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10-Q against the 10-K
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed May 21, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
effectively manage our production based on changes in order forecasts, our revenue and operating results will likely suffer.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
ship products incorporating our technology, or if there is a decrease in product demand due to a business disruption, our royalty revenue may decline.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
We have acquired, and expect in the future to acquire, additional businesses that we believe will complement or augment our existing businesses. Integration of our acquisitions is complex and may be costly and time consuming and
Added10-Q 2026-11-05 vs 10-K 2026-05-21
Our success depends on the contributions of our senior management team. We have experienced transitions with
Show the other 18
Added10-Q 2026-11-05 vs 10-K 2026-05-21
communication processes, such processes cannot eliminate all vulnerabilities, guarantee that vulnerabilities will be identified before they are publicly disclosed or exploited, or ensure that mitigation efforts will be timely or effective.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
Semiconductors may also be subject to tariffs resulting from ongoing trade negotiations.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
Our failure to comply, or the failure of entities that we have acquired over time to have complied, with regulations could result in significant fines, litigation or administrative actions by regulators or others, liability for clean-up, criminal and civil liabilities, import/export restrictions, reduction or suspension of production, cessation of operations or future liabilities.
Added10-Q 2026-11-05 vs 10-K 2026-05-21
customer or a reduction in purchases from us, and we may have to write off inventory if it cannot be sold.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
If we cannot remediate future material weaknesses or significant deficiencies in a timely manner, or if we identify additional control deficiencies that individually or together constitute significant deficiencies or material weaknesses, our ability to accurately record, process, and report financial information and our ability to prepare financial statements within required time periods, could be adversely affected.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Specifically, during the first six months of fiscal 2026 and fiscal 2025, 2027, approximately 65% and 64%, respectively, 66% of our net sales came from products that were produced at outside wafer foundries. foundries compared to 65% of our net sales in fiscal 2026.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Sales to distributors accounted for approximately 51% of our net sales in the first six months of fiscal 2027 and approximately 47% of our net sales in fiscal 2026 and approximately 45% of our net sales in fiscal 2025. 2026.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Specifically, during the first six months of fiscal 2026, 2027, approximately 33% 31% of our assembly requirements and 31% 27% of our test requirements were performed by third-party contractors contractors, compared to approximately 33% of our assembly requirements and 33% of our test requirements 31%, respectively, during fiscal 2025. 2026.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
In addition, we own product assembly and testing facilities, and finished goods warehouses near Bangkok, in Thailand, which has experienced periods of political instability the Philippines, Germany, France, Ireland, the United Kingdom, and severe flooding in the past. United States.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
For example, California has enacted the CCPA, which creates new individual privacy rights for California consumers (as defined in the law) CCPA and places its corresponding regulations place increased privacy and security obligations on entities handling personal data of consumers or households.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
While we were not a subject of this investigation and the Chinese government is expected agreed to suspend these investigations pursuant to the latest as part of a trade deal with the U.S., agreement announced on November 1, 2025, the Chinese government may resume this investigation at its election.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
If we are unable to meet customer requirements, customers may disqualify us as a supplier, resulting in a permanent or temporary loss of sales to such customer or a reduction in purchases from us, and we may have to write off inventory if it cannot be sold.
Reworded10-Q 2026-11-05 vs 10-K 2026-05-21
Threats may also be introduced by our employees', our customers’, customers', or our partners’ partners' use of AI tools, including where tools or models that interact with systems, data, code or third-party services, or by AI‑generated source code incorporated into products or systems that introduces malicious code or security vulnerabilities.
Quiet changes10-Q 2026-11-05 vs 10-K 2026-05-21
As AI and machine learning evolve, they may are expected to lead to the development of dramatically more effective security tools, and cyber‑attackers may leverage these tools to enhance attack methods, identify novel security vulnerabilities, develop malicious code, sophisticated phishing attempts, and convincing deep fakes that manipulate our content or the voices or images of our leaders.
Quiet changes10-Q 2026-11-05 vs 10-K 2026-05-21
Under our certain LTSAs, customers may cancel orders in the event of price increases.
The first 23 of 62 are shown (at most 12 of each type).
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