Brannan Andrew 4

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

AI-generated summary of this filing

Updated May 26, 2026

Cirrus Logic (CRUS) EVP Andrew Brannan Receives 925 Shares; 463 Withheld

What Happened

Andrew Brannan, EVP Worldwide Sales at Cirrus Logic (CRUS), received 925 shares when performance-based restricted stock units (PSUs) vested on 2026-05-21. The PSUs converted to common stock (exercise/conversion of derivative).
The company withheld 463 shares to cover tax withholding obligations at $166.62 per share, valued at $77,145. No open-market sale occurred; the withholding satisfied the tax payment. Net shares delivered to Mr. Brannan = 925 − 463 = 462 shares (worth roughly $76,978 based on $166.62/share).

Key Details

Transaction dates: 2026-05-21 (vesting/conversion and withholding). Filing date: 2026-05-26.
Prices reported: conversion price $0.00 for the vested PSUs; withholding price $166.62/share (463 shares withheld for taxes = $77,145).
Shares owned after transaction: not reported in this Form 4 (ownership after this transaction not stated in the filing).
Footnotes: F1 explains PSUs were performance-based (1,277 baseline allocation, 72.5% payout for FY2026 produced 925 vested). F2 clarifies no shares were sold—shares were withheld solely to satisfy tax withholding.
Filing timeliness: The Form 4 was filed five days after the transaction (05-21 to 05-26), later than the SEC’s usual two-business-day filing requirement for Form 4s.

Context

These were performance-based RSUs/PSUs that vested (not an open-market purchase or voluntary sale). The withholding is a routine cashless method companies use to satisfy payroll/tax obligations when equity vests.
Receipt of vested awards is not a buy/sell signal; it reflects compensation and achievement of performance metrics rather than a discretionary market trade.

Form 4

Period: 2026-05-21

EVP, Worldwide Sales

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-21+925→ 9,311 total
Tax Payment
Common Stock
[F2]
2026-05-21$166.62/sh−463$77,145→ 8,848 total
Exercise/Conversion
Performance Shares
[F1]
2026-05-21−1,277→ 2,555 total
From: 2026-05-21Exp: 2026-05-21→ Common Stock (1,277 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. Brannan's annual baseline allocation of PSUs was 1,277, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 925 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

By: Gregory Scott Thomas attorney-in-fact For: Andrew Brannan|2026-05-26

1 file