Baumgartner Jeffrey W 4

What Happened

• Jeffrey W. Baumgartner, EVP of R&D at Cirrus Logic (CRUS), had performance-based restricted stock units (PSUs) convert to common stock on May 21, 2026. A payout of 72.5% on his 1,490 baseline PSU allocation resulted in 1,080 shares vesting. The company withheld 419 shares to satisfy tax withholding obligations (withholding value: 419 × $166.62 = $69,814). No open-market sale of shares was reported.

Key Details

• Transaction date: May 21, 2026.
• Primary action: Conversion/vesting of PSUs (transaction code M) — 1,080 shares vested (acquired).
• Tax withholding: 419 shares withheld (reported as disposition) at $166.62 per share = $69,814 (transaction code F).
• Original PSU baseline: 1,490 PSUs; payout percentage for FY2026 was 72.5% (per footnote).
• Shares owned after the transaction: not specified in the filing.
• Filing: Form 4 filed May 26, 2026 (covers 5/21 transactions) — filed five days after the reported transactions (check Form 4 for timeliness designation).

Context

• This was a vesting of performance awards, not an open-market purchase or sale. Withholding of shares to cover taxes is a routine administrative step and does not indicate an open-market sale or the insider taking cash proceeds. Performance payouts reflect achievement against pre-established metrics over the first year of a three-year performance period.