CIRRUS LOGIC, INC.·4

Feb 9, 5:44 PM ET

Dougherty Justin E 4

Research Summary

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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.