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CIRRUS LOGIC, INC.·4

Feb 6, 6:39 PM ET

Forsyth John 4

4 · CIRRUS LOGIC, INC. · Filed Feb 6, 2026

Research Summary

AI-generated summary of this filing

Updated

Cirrus Logic (CRUS) CEO John Forsyth Sells Shares, Exercises Awards

What Happened

  • John Forsyth, CEO and a director of Cirrus Logic (CRUS), reported an open‑market sale and multiple equity award transactions between Feb 4–6, 2026. He sold 21,806 shares in an open‑market transaction (weighted average price $135.15) for proceeds of about $2.95M.
  • Several performance- and time‑based equity awards vested or were converted to shares: 17,220 shares vested from performance-based Market Stock Units (MSUs) (per the filing) and additional restricted stock units (RSUs)/MSUs were granted on Feb 5, 2026. The company withheld shares to satisfy tax withholding obligations (e.g., 6,777 and 7,316 shares withheld at $142.78 for ~$967.6K and ~$1.04M, respectively).

Key Details

  • Primary sale: Feb 4, 2026 — 21,806 shares sold via open market at a weighted avg price $135.15; proceeds ≈ $2,947,081. Sales occurred at prices ranging $128.05–$143.95 (per footnote). This sale was executed under a Rule 10b5‑1 plan adopted Aug 29, 2025.
  • Award/vesting activity (Feb 5–6, 2026): 17,220 MSU shares vested (113% payout on a 3‑year TSR metric vs. Philadelphia Semiconductor Index); additional MSUs/RSUs were granted (25,696 and 25,409 units) that vest Feb 5, 2029. Several exercise/conversion entries were reported at $0.00 price (derivative conversions/vests).
  • Tax withholding: Company withheld shares to cover tax obligations rather than (only) open‑market sales; reported withholdings include 6,777 and 7,316 shares at $142.78. Footnote clarifies some withheld shares were not sold on market.
  • Ownership after transactions: Forsyth’s beneficial ownership increased to 220,030 shares (includes 145,014 shares issuable upon exercise of vested stock options and 75,016 held directly).
  • Filing timeliness: No indication in the filing that this Form 4 was late.

Context

  • The open‑market sale was made under a pre‑existing 10b5‑1 plan (routine automated sales). Sales often reflect planned diversification or tax/liquidity needs and are not necessarily a statement about company prospects.
  • The MSU entries are performance‑based awards that vested based on a 3‑year total shareholder return (TSR) metric; RSU/MSU grants reported will vest on a 3‑year schedule (Feb 5, 2029) subject to performance conditions for MSUs.
  • For retail investors: purchases or exercises followed immediately by share withholding (to cover taxes) are administrative; the notable actionable item is the open‑market sale of ~21.8K shares for ~$2.95M under a 10b5‑1 plan.

Insider Transaction Report

Form 4
Period: 2026-02-04
CIRRUS LOGIC, INC.CRUS
Forsyth John
DirectorCEO
Transactions
  • Sale

    Common Stock

    [F1][F2]
    2026-02-04$135.15/sh−21,806$2,947,081→ 50,723 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-06+17,220→ 67,943 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-06$142.78/sh−6,777$967,620→ 61,166 total
  • Exercise/Conversion

    Common Stock

    2026-02-06+21,166→ 82,332 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-06$142.78/sh−7,316$1,044,578→ 75,016 total
  • Exercise/Conversion

    Performance Shares

    [F3]
    2026-02-06−15,239→ 31,722 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (15,239 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-02-06−21,166→ 50,567 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (21,166 underlying)
  • Award

    Restricted Stock Units

    [F6][F7]
    2026-02-05+25,696→ 76,263 total
    → Common Stock (25,696 underlying)
  • Award

    Performance Shares

    [F8]
    2026-02-05+25,409→ 57,131 total
    → Common Stock (25,409 underlying)
Footnotes (8)
  • [F1]This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 29, 2025.
  • [F2]The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.05 to $143.95. The reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.
  • [F3]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. Forsyth's target number of MSUs was 15,239 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 17,220 shares of common stock vested (which is shown in Table I), and the Company withheld sufficient shares for payment of required tax obligations.
  • [F4]No shares were sold; these shares were withheld to satisfy tax withholding requirements.
  • [F5]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.
  • [F6]Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
  • [F7]100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.
  • [F8]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: John Forsyth|2026-02-06

Documents

1 file
  • 4
    wk-form4_1770421179.xmlPrimary

    FORM 4