THOMAS SCOTT 4

4 · CIRRUS LOGIC, INC. · Filed May 26, 2026

AI-generated summary of this filing

Updated May 26, 2026

Cirrus Logic (CRUS) EVP Thomas Scott Receives Award; 425 Shares Withheld

What Happened

Thomas Scott, EVP and General Counsel of Cirrus Logic (CRUS), had 1,080 performance-based restricted stock units (PSUs) convert into common shares on 2026-05-21. The filing shows 1,080 shares were acquired via exercise/conversion and the company withheld 425 of those shares to satisfy tax withholding obligations (425 shares × $166.62 = $70,814).

Key Details

Transaction date: 2026-05-21.
Converted/acquired: 1,080 shares (exercise/conversion of PSUs) at $0.00 cost basis in the filing.
Withheld for taxes: 425 shares disposed at $166.62 per share, totaling $70,814 (payment of tax liability).
Additional derivative line: filing also shows 1,490 shares reported as a derivative disposition; footnotes explain the 1,490 figure is the annual baseline PSU allocation used to calculate the payout.
Shares owned after transaction: not reported on this Form 4.
Footnotes: The PSUs were performance-based for FY2026 (first year of a three-year performance period). Baseline allocation was 1,490; payout was 72.5%, producing 1,080 vested shares. Withholding was done to satisfy tax obligations; no open-market sale was reported.

Context

This was a vesting of performance stock units (an award), not an open-market sale or cash purchase. The withholding of shares to cover taxes is a routine "sell-to-cover" style action and does not indicate a market sale by the insider.
For retail investors: awards and routine tax withholding are common and don't necessarily signal insider sentiment the way outright purchases or market sales might.

Form 4

Period: 2026-05-21

EVP, General Counsel

Transactions

Tax Payment
Common Stock
[F2]
2026-05-21$166.62/sh−425$70,814→ 31,048 total
Exercise/Conversion
Common Stock
[F1]
2026-05-21+1,080→ 31,473 total
Exercise/Conversion
Performance Shares
[F1]
2026-05-21−1,490→ 2,980 total
From: 2026-05-21Exp: 2026-05-21→ Common Stock (1,490 underlying)

Footnotes (2)

[F1]The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs) that vested was determined based on pre-established performance metrics, as approved by the Company's Compensation Committee, over the first fiscal year of a three-fiscal-year performance period beginning with fiscal year 2026 and ending at the conclusion of fiscal year 2028. A payout percentage was determined based on the level of performance achieved and then multiplied by the annual baseline allocation of PSUs for this tranche. Mr. Thomas's annual baseline allocation of PSUs was 1,490, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 1,080 shares of common stock vested, 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.

Signature

Gregory Scott Thomas|2026-05-26

1 file