Alberty Carl Jackson 4
4 · CIRRUS LOGIC, INC. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Cirrus Logic (CRUS) EVP Alberty Carl Jackson Exercises MSUs; Tax Withholding
What Happened
Alberty Carl Jackson, an Executive Vice President at Cirrus Logic (CRUS), had performance-based restricted stock units (MSUs) vest on Feb 6, 2026 and received additional equity grants on Feb 5, 2026. The MSU vesting resulted in 2,451 shares of common stock (the payout was 113% of a 2,169 target). Cirrus Logic withheld shares to satisfy tax obligations (1,378 shares withheld in two withholdings valued at $85,240 and $111,511). The filing also shows conversions/exercises of related derivative awards and two new equity awards granted (5,140 and 4,141 units) on Feb 5, 2026.
Key Details
- Transaction dates: grants dated Feb 5, 2026; vesting/exercise/convert and withholding reported Feb 6, 2026; Form 4 filed Feb 9, 2026 (timely).
- Prices recorded for withheld shares: $142.78 per share; withholding amounts: $85,240 (597 shares) and $111,511 (781 shares) — total ~$196,751.
- Vesting payout: target 2,169 MSUs × 113% = 2,451 shares delivered upon vesting (per footnote F1).
- New awards: 5,140 MSUs (performance-based, up to 200% payout; performance period 2/5/2026–2/5/2029) and 4,141 restricted stock units (100% vest on 2/5/2029). (See footnotes F5–F6.)
- Transaction codes: M = exercise/conversion of derivative (MSU/RSU conversion into shares); F = shares withheld to pay tax obligations; A = grant/award.
- Shares owned after transaction: not specified in the provided filing excerpt — see full Form 4 for post-transaction holdings.
- Filing timeliness: filed Feb 9 for Feb 5–6 transactions; filing appears timely (no late filing indicated).
Context and simple explanation
- These entries reflect vested/converted restricted stock units (MSUs/RSUs) rather than open-market buys or discretionary sales. The withheld shares were used only to satisfy tax withholding requirements (not a market sale).
- The newly granted MSUs are performance-based with a three-year performance period and can pay out up to 200% depending on relative Total Shareholder Return (TSR) versus peers; the RSUs granted vest in full on the three‑year anniversary.
- Such equity vestings and grant awards are routine elements of executive compensation and do not by themselves indicate an insider buying or selling stock in the open market.
Insider Transaction Report
Form 4
Alberty Carl Jackson
EVP, MSP
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-06+2,450→ 40,595 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−597$85,240→ 39,998 total - Exercise/Conversion
Common Stock
2026-02-06+3,012→ 43,010 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−781$111,511→ 42,229 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. Alberty'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, 2,451 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 MSU's 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: Carl Jackson Alberty|2026-02-09