Form 4 for CRUS CIRRUS LOGIC, INC.
Accepted 2025-03-04 00:00:00 ET · period of report 2025-03-02 · accession 0001273902-25-000027 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-03-04 | 2025-03-02 | CRUS | THOMAS SCOTT | EVP, GC | M - OptEx | $0.00 | +7,110 | 28.1K | +34% | $0 |
| DM | 2025-03-04 | 2025-03-02 | CRUS | THOMAS SCOTT | EVP, GC | F - Tax | $104.21 | -1,778 | 27.0K | -6% | -$185.3K |
| D | 2025-03-04 | 2025-03-03 | CRUS | THOMAS SCOTT | EVP, GC | S - Sale+OE | $103.76 | -3,000 | 26.3K | -10% | -$311.3K |
| DM | 2025-03-04 | 2025-03-02 | CRUS | THOMAS SCOTT | EVP, GC | M - OptEx | $0.00 | -5,474 | 11.1K | -33% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-03-02 | M | A | 3,031 | $0.00 | 30,046 | D | — | — | |
| 2 | Common | Common Stock | 2025-03-02 | F | D | 739 | $104.21 | 29,307 | D | — | — | (F2) No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| 3 | Common | Common Stock | 2025-03-03 | S | D | 3,000 | $103.76 | 26,307 | D | — | — | (F4) The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.92 to $104.51. The reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request. |
| 4 | Common | Common Stock | 2025-03-02 | M | A | 4,079 | $0.00 | 28,054 | D | — | — | (F1) The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning March 2, 2022, and ending March 2, 2025, 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 PBRSUs. Mr. Thomas's target number of PBRSUs was 2,443, and Cirrus Logic's TSR for the three-year period resulted in a 167% payout percentage. Therefore, 4,079 shares of common stock vested. |
| 5 | Common | Common Stock | 2025-03-02 | F | D | 1,039 | $104.21 | 27,015 | D | — | — | (F2) No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| 6 | Derivative | Performance Shares | 2025-03-02 | M | D | 2,443 | $0.00 | 7,191 | D | — · 2025-03-02 to — | 2,443 Common Stock | (F5) Each Performance-based RSU (PBRSU) represented 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 PBRSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Human Resources Committee, over a three-year performance period beginning on March 2, 2022, and ending on March 2, 2025. The number of shares reported here represents the target amount. On March 2, 2025, 167% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations. (F6) Expiration Date of 03/2/25. |
| 7 | Derivative | Restricted Stock Units | 2025-03-02 | M | D | 3,031 | $0.00 | 11,058 | D | — · 2025-03-02 to — | 3,031 Common Stock | (F7) Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on March 2, 2025, and the Company withheld sufficient shares for payment of required tax withholdings. (F6) Expiration Date of 03/2/25. |