Brannan Andrew 4

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.