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CIRRUS LOGIC, INC.·4

Feb 9, 4:32 PM ET

THOMAS SCOTT 4

4 · CIRRUS LOGIC, INC. · Filed Feb 9, 2026

Research Summary

AI-generated summary of this filing

Updated

Cirrus Logic (CRUS) EVP Scott Thomas Vests MSUs & Withholds Shares

What Happened

  • Scott Thomas, EVP and General Counsel of Cirrus Logic (CRUS), had performance- and time-based restricted stock units convert into common shares on Feb 6, 2026. A total of 5,462 shares vested (2,450 performance-based MSUs and 3,012 RSUs). The company withheld 1,376 shares to cover tax withholdings, valued at about $196,466 (597 shares withheld at $142.78 = $85,240; 779 shares withheld at $142.78 = $111,226). No open-market sale occurred — shares were withheld to satisfy tax obligations.
  • On Feb 5, 2026, Thomas was also granted new equity awards: 5,140 performance-based MSUs and 4,141 time-based restricted stock units (derivative awards that may convert into shares on vesting).

Key Details

  • Transaction dates: Grants on Feb 5, 2026; vesting/conversions and tax withholding on Feb 6, 2026. Form 4 filed Feb 9, 2026.
  • Vesting amounts: 2,450 shares (MSU payout at 113% of a 2,169-target) and 3,012 RSUs converted into shares = 5,462 shares acquired.
  • Tax withholding: 1,376 shares withheld (597 + 779) at $142.78 per share; total withheld value ≈ $196,466. These were withheld (not sold on market).
  • New grants: 5,140 MSUs (performance-based, up to 200% payout) and 4,141 RSUs (time-based). Both generally vest over a 3‑year schedule (vesting referenced as Feb 5, 2029 for these grants).
  • Shares owned after transaction: not specified in the excerpted transactions.
  • Filing timeliness: Form 4 filed Feb 9 for Feb 5–6 activity (appears to be the standard post-transaction filing).

Context

  • MSUs are performance-based restricted stock units: payout depends on pre-established total shareholder return (TSR) metrics versus peers; the recently vested MSUs paid out at 113% of target. The new MSUs granted start a new 3‑year performance period and can pay 0–200% of target depending on achievement.
  • The conversions were not cash sales. The “F” codes reflect shares withheld to satisfy tax-withholding obligations (cashless withholding), which is routine following vesting. Derivative “M” line items reflect conversion/cancellation of the underlying units into common shares.

Insider Transaction Report

Form 4
Period: 2026-02-05
CIRRUS LOGIC, INC.CRUS
THOMAS SCOTT
EVP, General Counsel
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-06+2,450→ 28,757 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−597$85,240→ 28,160 total
  • Exercise/Conversion

    Common Stock

    2026-02-06+3,012→ 31,172 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−779$111,226→ 30,393 total
  • Exercise/Conversion

    Performance Shares

    [F1]
    2026-02-06−2,169→ 5,022 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (2,169 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-02-06−3,012→ 8,046 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (3,012 underlying)
  • Award

    Restricted Stock Units

    [F4][F5]
    2026-02-05+5,140→ 13,186 total
    → Common Stock (5,140 underlying)
  • Award

    Performance Shares

    [F6]
    2026-02-05+4,141→ 9,163 total
    → Common Stock (4,141 underlying)
Footnotes (6)
  • [F1]The number of performance-based restricted stock units that we refer to as Market Stock Units (MSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning February 6, 2023, and ending February 6, 2026. A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of MSUs. Mr. Thomas's target number of MSUs was 2,169 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,450 shares of common stock vested (which is shown in Table I), and the Company withheld sufficient shares for payment of required tax obligations.
  • [F2]No shares were sold; these shares were withheld to satisfy tax withholding requirements.
  • [F3]Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on February 6, 2026, and the Company withheld sufficient shares for payment of required tax withholdings.
  • [F4]Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
  • [F5]100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.
  • [F6]These performance shares reflect performance-based restricted stock units that we refer to as Market Stock Units (MSUs). Each MSU represents the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the MSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on February 5, 2026, and ending on February 5, 2029. The MSU performance metrics involve total shareholder return (TSR) relative to the component companies of the Russell 3000 index.
Signature
Gregory Scott Thomas|2026-02-09

Documents

1 file
  • 4
    wk-form4_1770672723.xmlPrimary

    FORM 4