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CIRRUS LOGIC, INC.·4

Feb 9, 4:32 PM ET

THOMAS SCOTT 4

Research Summary

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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.