Forsyth John 4

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.