THOMAS SCOTT 4

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.