Form 4 for CRUS CIRRUS LOGIC, INC.
Accepted 2026-02-09 00:00:00 ET · period of report 2026-02-05 · accession 0001777830-26-000002 · 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 | 2026-02-09 | 2026-02-06 | CRUS | Baumgartner Jeffrey W | EVP, R, D | M - OptEx | $0.00 | +5,462 | 18.9K | +41% | $0 |
| DM | 2026-02-09 | 2026-02-06 | CRUS | Baumgartner Jeffrey W | EVP, R, D | F - Tax | $142.78 | -1,378 | 18.1K | -7% | -$196.8K |
| DM | 2026-02-09 | 2026-02-06 | CRUS | Baumgartner Jeffrey W | EVP, R, D | M - OptEx | $0.00 | -5,181 | 8,046 | -39% | $0 |
| DM | 2026-02-09 | 2026-02-05 | CRUS | Baumgartner Jeffrey W | EVP, R, D | A - Grant | $0.00 | +9,281 | 9,163 | New | $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 | 2026-02-06 | M | A | 2,450 | $0.00 | 16,451 | D | — | — | (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. Baumgartner'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. |
| 2 | Common | Common Stock | 2026-02-06 | F | D | 597 | $142.78 | 15,854 | D | — | — | (F2) No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| 3 | Common | Common Stock | 2026-02-06 | M | A | 3,012 | $0.00 | 18,866 | D | — | — | |
| 4 | Common | Common Stock | 2026-02-06 | F | D | 781 | $142.78 | 18,085 | D | — | — | (F2) No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| 5 | Derivative | Performance Shares | 2026-02-06 | M | D | 2,169 | $0.00 | 5,022 | D | — · 2026-02-06 to 2026-02-06 | 2,169 Common Stock | (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. Baumgartner'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. |
| 6 | Derivative | Restricted Stock Units | 2026-02-06 | M | D | 3,012 | $0.00 | 8,046 | D | — · 2026-02-06 to 2026-02-06 | 3,012 Common Stock | (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. |
| 7 | Derivative | Restricted Stock Units | 2026-02-05 | A | A | 5,140 | $0.00 | 13,186 | D | — · — to — | 5,140 Common Stock | (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. |
| 8 | Derivative | Performance Shares | 2026-02-05 | A | A | 4,141 | $0.00 | 9,163 | D | — · — to — | 4,141 Common Stock | (F6) Each of these MSUs 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. |