Grode Denise 4

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.