CRUS insider converts 1,624 RSUs, gains 1,998 new units

Form 4 filing – Cirrus Logic (CRUS) discloses two transactions by independent director David J. Tupman.

Rhea-AI Filing Summary

Form 4 filing – Cirrus Logic (CRUS) discloses two transactions by independent director David J. Tupman.

• 07/26/2025: 1,624 restricted stock units (RSUs) vested and automatically converted into an equal number of common shares at $0 cost (code “M”). Tupman’s direct common-stock ownership rose to 25,918 shares.
• 07/29/2025: Tupman received a new equity award of 1,998 RSUs upon re-election to the board (code “A”). These RSUs vest 100 % on the earlier of the next annual shareholder meeting or 07/29/2026.

No open-market purchases or sales occurred; all movements stem from routine director compensation. Cash was neither paid nor received, and no derivative positions remain outstanding after conversion.

The filing modestly increases the director’s long-term equity exposure but is unlikely to be financially material to Cirrus Logic or to signal a directional view on the share price.

Positive

• Director’s direct holdings increase to 25,918 shares, marginally reinforcing alignment with shareholders.
• 1,998 new RSUs extend long-term incentive structure for board oversight.

Negative

• No open-market purchase; the share increase is a cost-free conversion, offering limited signaling value.
• Transaction size immaterial relative to CRUS’s market capitalization; unlikely to influence stock performance.

Insights

Financial Analyst

TL;DR: Routine RSU vesting and grant; neutral impact on CRUS valuation.

The director merely converted previously granted RSUs into 1,624 shares and accepted a standard annual grant of 1,998 new RSUs. Because there was no open-market activity, cash outlay, or change to aggregate share count, the transactions do not affect Cirrus Logic’s capital structure or earnings. The award size is immaterial relative to CRUS’s ~55 M shares outstanding. While continued equity ownership aligns board incentives with shareholders, the filing provides no insight into near-term fundamental performance. I classify the disclosure as not impactful for investors tracking stock-price catalysts.

Insider Trade Summary

1,624 shares exercised/converted

Exercise 3 txns

Insider Tupman David J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	1,998	$0.00	$0.00
Exercise	Restricted Stock Units	1,624	$0.00	$0.00
Grant/Award	Common Stock	1,624	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,998 contracts (Direct); Common Stock — 25,918 shares (Direct)

Footnotes (5)

1. F1. Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock units vested on July 26, 2025.
2. F2. Expiration Date of July 26, 2025.
3. F3. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
4. F4. Restricted Stock Units granted upon re-election to Cirrus Logic, Inc.'s Board of Directors.
5. F5. 100% of the restricted stock units will vest on the earlier of: (a) the date of the Company's next Annual Meeting or (b) on July 29,2026, the 1-year anniversary of the grant date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Cirrus Logic shares does Director David J. Tupman now own?

Following the RSU conversion, he directly holds 25,918 common shares.

What new equity award did CRUS grant to David J. Tupman?

He received 1,998 restricted stock units on 07/29/2025, vesting by the next annual meeting or 07/29/2026.

Did the director buy or sell CRUS shares on the open market?

No. The 1,624 shares were issued via RSU vesting at $0 cost; no open-market trade occurred.

Is the Form 4 filing likely to affect Cirrus Logic’s share price?

The transactions are routine and not considered material, so limited price impact is expected.

What does transaction code “M” signify in this Form 4?

Code “M” indicates the conversion of a derivative security (RSU) into common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/29/2025 - 06:38 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tupman David J.

(Last) (First) (Middle)

800 WEST 6TH STREET

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC, INC. [ CRUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	07/26/2025	(2)	A		1,624	A	$0	25,918	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/26/2025		M			1,624	07/26/2025	(2)	Common Stock	1,624	$0	0	D
Restricted Stock Units	(3)	07/29/2025		A		1,998(4)		(5)	(5)	Common Stock	1,998	$0	1,998	D

Explanation of Responses:

1. Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock units vested on July 26, 2025.

2. Expiration Date of July 26, 2025.

3. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.

4. Restricted Stock Units granted upon re-election to Cirrus Logic, Inc.'s Board of Directors.

5. 100% of the restricted stock units will vest on the earlier of: (a) the date of the Company's next Annual Meeting or (b) on July 29,2026, the 1-year anniversary of the grant date.

Remarks:

	By: Gregory Scott Thomas For: Tupman, David John	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.