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|4Feb 9, 4:29 PM ET

Brannan Andrew 4

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

Research Summary

AI-generated summary of this filing

Updated

Cirrus Logic (CRUS) EVP Andrew Brannan Receives Vested Shares & New Awards

What Happened

  • Andrew Brannan, Executive Vice President, Worldwide Sales at Cirrus Logic (CRUS), had performance- and time-based restricted stock units convert to common shares on Feb 5–6, 2026. A performance award paid out at 113% of target, converting a 1,935-target MSU grant into 2,186 shares that vested. The company withheld shares to satisfy tax withholdings (no open-market sale).
  • The filing also shows new equity awards granted on Feb 5, 2026: a total of 3,855 and 3,106 restricted/market stock units (6,961 units combined) that are derivative awards subject to future vesting/performance (see Key Details).

Key Details

  • Transaction dates: Feb 5–6, 2026; Form 4 filed Feb 9, 2026 (appears timely).
  • Vested/performance payout: target 1,935 MSUs × 113% = 2,186 shares vested (performance measured vs. Philadelphia Semiconductor Index for that grant).
  • Tax withholding: 1,093 shares withheld (valued at $142.78 = $156,059) and 1,344 shares withheld (valued at $142.78 = $191,896); total withheld ≈ 2,437 shares / $347,955. Per the filing, no shares were sold on the open market—shares were withheld to cover tax obligations.
  • New awards: 3,855 and 3,106 restricted/market stock units granted on Feb 5, 2026 (6,961 units). Per footnotes, the MSU awards have a three-year performance period ending Feb 5, 2029 and may pay up to 200% of target based on TSR vs. the Russell 3000 (or other index as noted).
  • Shares owned after the transactions: not disclosed in the provided excerpt.
  • Transaction codes: M = exercise/conversion of derivative (conversion of RSUs/MSUs into shares), F = payment of exercise price or tax liability (share withholding), A = grant/award.

Context

  • This is primarily a vesting and tax-withholding event (a cashless-type settlement) rather than an open-market sale or purchase. Withholding to cover taxes is routine and does not necessarily signal a change in insider sentiment.
  • The newly granted MSUs are performance-contingent and will only convert to shares depending on multi-year TSR performance and time-based vesting (vesting dates/conditions noted in footnotes).

Insider Transaction Report

Form 4
Period: 2026-02-05
CIRRUS LOGIC, INC.CRUS
Brannan Andrew
EVP, Worldwide Sales
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-06+2,186→ 8,136 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−1,093$156,059→ 7,043 total
  • Exercise/Conversion

    Common Stock

    2026-02-06+2,687→ 9,730 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−1,344$191,896→ 8,386 total
  • Exercise/Conversion

    Performance Shares

    [F1]
    2026-02-06−1,935→ 4,406 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (1,935 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-02-06−2,687→ 7,050 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (2,687 underlying)
  • Award

    Restricted Stock Units

    [F4][F5]
    2026-02-05+3,855→ 10,905 total
    → Common Stock (3,855 underlying)
  • Award

    Performance Shares

    [F6]
    2026-02-05+3,106→ 7,512 total
    → Common Stock (3,106 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. Brannan's target number of MSUs was 1,935 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,186 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
By: Gregory Scott Thomas attorney-in-fact For: Andrew Brannan|2026-02-09

Documents

1 file
  • 4
    wk-form4_1770672582.xmlPrimary

    FORM 4