Earnings Feed
Start Free
CIRRUS LOGIC, INC.·4

Feb 9, 5:44 PM ET

Dougherty Justin E 4

4 · CIRRUS LOGIC, INC. · Filed Feb 9, 2026

Research Summary

AI-generated summary of this filing

Updated

Cirrus Logic (CRUS) EVP Justin Dougherty Receives Vested Shares & New Awards

What Happened

  • Justin E. Dougherty, EVP, Global Operations of Cirrus Logic (CRUS), had performance-based restricted stock units (MSUs/RSUs) vest on Feb 6, 2026, resulting in 2,450 shares of common stock being issued to him. The company withheld shares to cover tax obligations (total withholding = 1,378 shares), producing cash-withholding values reported as $85,240 (597 shares) and $111,511 (781 shares).
  • The filing also shows two grants on Feb 5, 2026 totaling 9,281 restricted stock units (5,140 and 4,141) that are subject to multi-year vesting/performance schedules described in the footnotes.

Key Details

  • Transaction dates and prices:
    • 2026-02-06: 2,450 vested shares acquired (report shows $0.00 acquisition price for the derivative conversion).
    • 2026-02-06: Tax withholding (share-for-tax) disposals of 597 shares ($142.78 per share; $85,240) and 781 shares ($142.78 per share; $111,511).
    • 2026-02-05: Grants of 5,140 and 4,141 restricted stock units (total 9,281) recorded as awards.
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1: Vesting was the result of a three-year performance period (Feb 6, 2023–Feb 6, 2026); Dougherty’s target of 2,169 MSUs paid out at 113% (resulting in 2,450 vested shares).
    • F2/F3: Withheld shares were not sold on the open market; they were retained by the company to satisfy tax withholding obligations. Each RSU is economically equivalent to one share.
    • F5/F6: New 2026 awards vest on Feb 5, 2029 (100% vest date shown) or are performance-based MSUs (payable 0–200% based on TSR vs. Russell 3000).
  • Filing timeliness: Report filed Feb 9, 2026 for transactions on Feb 5–6, 2026 (no late filing flag noted).

Context

  • These were vesting/conversion events of restricted stock units (derivative-to-share conversions), not open-market purchases or sales. The tax withholding was handled via share withholding (a cashless method) rather than public sale of the shares.
  • The new awards include time- and performance-based RSUs/MSUs; MSUs may pay out up to 200% depending on relative total shareholder return, so the final share count from those grants will depend on future performance.

Insider Transaction Report

Form 4
Period: 2026-02-05
CIRRUS LOGIC, INC.CRUS
Dougherty Justin E
EVP, Global Operations
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-06+2,450→ 7,242 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−597$85,240→ 6,645 total
  • Exercise/Conversion

    Common Stock

    2026-02-06+3,012→ 9,657 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-06$142.78/sh−781$111,511→ 8,876 total
  • Exercise/Conversion

    Performance Shares

    [F1]
    2026-02-06−2,169→ 5,022 total
    From: 2026-02-06Exp: 2026-02-06→ Common Stock (2,169 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-02-06−3,012→ 8,046 total
    From: 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. Dougherty'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]These performance shares reflect performance-based restricted stock units that we refer to as Market Stock Units (MSUs). Each MSU 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: Justin E. Dougherty|2026-02-09

Documents

1 file
  • 4
    wk-form4_1770677084.xmlPrimary

    FORM 4