Grode Denise 4
4 · CIRRUS LOGIC, INC. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Cirrus Logic (CRUS) EVP Denise Grode Vests Awards, Withholds Shares
What Happened
- Denise Grode, EVP & CHRO of Cirrus Logic (CRUS), had performance- and time-based equity awards convert to common shares in early February 2026. On Feb 6, 2026 she received/converted a total of roughly 4,873 shares from vested/converted restricted stock units/market stock units (MSUs) and the company withheld 1,235 shares to satisfy tax withholding obligations (withholding proceeds = $176,334 at $142.78/share). On Feb 5, 2026 she was also granted new restricted/market stock units totaling 7,831 units that vest over a three-year period (vesting in 2029 or subject to performance).
Key Details
- Transaction dates: Grants on Feb 5, 2026; vesting/conversions recorded Feb 6, 2026; Form 4 filed Feb 9, 2026 (timely).
- Withholding used to cover taxes: 533 shares (worth $76,102) and 702 shares (worth $100,232), total 1,235 shares at $142.78/share = $176,334.
- Vesting detail: One performance MSU grant had a 3-year TSR-based performance period (Feb 6, 2023–Feb 6, 2026) that paid out at 113% of target, turning a 1,935-target into 2,186 shares. Other units converted or vested and were recorded as derivative exercises/conversions.
- New awards: Grants on Feb 5, 2026 total 4,337 and 3,494 units (7,831 units). Some are MSUs (performance-based, up to 200% payout tied to TSR vs. Russell 3000); most vest 3 years later (Feb 5, 2029).
- Filing timeliness: Form 4 was filed on Feb 9, 2026 and is not marked late.
- Codes: A = award/grant, M = exercise/conversion of derivative, F = shares withheld to satisfy tax obligations.
Context
- These transactions are largely routine equity compensation activity: performance-based MSUs and RSUs vesting and the company withholding shares to satisfy tax withholdings (not an open-market sale). The MSU payouts are driven by pre-established total shareholder return metrics versus index peers; new MSUs are contingent on future performance and vesting schedules.
Insider Transaction Report
Form 4
Grode Denise
EVP, CHRO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-06+2,186→ 7,884 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−533$76,102→ 7,351 total - Exercise/Conversion
Common Stock
2026-02-06+2,687→ 10,038 total - Tax Payment
Common Stock
[F2]2026-02-06$142.78/sh−702$100,232→ 9,336 total - Exercise/Conversion
Performance Shares
[F1]2026-02-06−1,935→ 4,288 totalFrom: 2026-02-06Exp: 2026-02-06→ Common Stock (1,935 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-06−2,687→ 6,871 totalFrom: 2026-02-06Exp: 2026-02-06→ Common Stock (2,687 underlying) - Award
Restricted Stock Units
[F4][F5]2026-02-05+4,337→ 11,208 total→ Common Stock (4,337 underlying) - Award
Performance Shares
[F6]2026-02-05+3,494→ 7,782 total→ Common Stock (3,494 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. Ms. Grode's target number of MSUs was 1,935 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,186 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 For: Denise Grode|2026-02-09