Baumgartner Jeffrey W 4
4 · CIRRUS LOGIC, INC. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Cirrus Logic (CRUS) EVP Jeffrey W. Baumgartner Exercises MSUs; Tax Withholding
What Happened
- Jeffrey W. Baumgartner, Executive Vice President, R&D, had previously granted restricted/performance stock units (MSUs/RSUs) vest and convert to common stock in transactions reported Feb 5–6, 2026. Two conversion entries show 2,450 and 3,012 shares acquired (total 5,462 shares). The company withheld 597 and 781 shares (total 1,378 shares) to satisfy tax-withholding obligations, at $142.78 per share, totaling $196,751. No open‑market sale was reported — the withheld shares were used only for taxes.
- Baumgartner also received new equity awards on Feb 5, 2026: two MSU/RSU grants of 5,140 and 4,141 units (total 9,281). One grant vests 100% on Feb 5, 2029; the other is performance-based MSUs that will vest based on three‑year TSR vs. the Russell 3000 with payout 0–200%.
Key Details
- Transaction dates: grants Feb 5, 2026; vest/convert and withholding Feb 6, 2026.
- Prices/values: tax-withheld shares valued at $142.78 each; withheld value = $85,240 (597 sh) + $111,511 (781 sh) = $196,751.
- Shares acquired on vesting: 5,462 shares; shares withheld for taxes: 1,378 shares; net shares issued to insider = 4,084 (5,462 − 1,378).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnotes: Vesting payout for the performance MSUs was determined by pre-set TSR metrics (F1); withheld shares were used solely for tax payments (F2–F3). New grants include time‑based and performance MSUs with 3‑year vesting/performance periods (F4–F6).
- Filing timeliness: Form filed Feb 9, 2026 for transactions Feb 5–6, 2026 — appears to be filed within the SEC’s two business‑day requirement.
Context
- These transactions are vesting/conversion events (derivative exercise/conversion and tax withholding), not open‑market purchases or sales — common when awards vest. The new MSU grants are long‑dated and performance‑contingent, so they do not reflect an immediate change in share ownership until vesting conditions are met.
Insider Transaction Report
Form 4
Baumgartner Jeffrey W
EVP, R&D
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-06+2,450→ 16,451 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−597$85,240→ 15,854 total - Exercise/Conversion
Common Stock
2026-02-06+3,012→ 18,866 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−781$111,511→ 18,085 total - Exercise/Conversion
Performance Shares
[F1]2026-02-06−2,169→ 5,022 totalFrom: 2026-02-06Exp: 2026-02-06→ Common Stock (2,169 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-06−3,012→ 8,046 totalFrom: 2026-02-06Exp: 2026-02-06→ Common Stock (3,012 underlying) - Award
Restricted Stock Units
[F4][F5]2026-02-05+5,140→ 13,186 total→ Common Stock (5,140 underlying) - Award
Performance Shares
[F6]2026-02-05+4,141→ 9,163 total→ Common Stock (4,141 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. Baumgartner's target number of MSUs was 2,169 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,450 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]Each of these MSUs 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: Jeffrey Baumgartner|2026-02-09