Brannan Andrew 4

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).