Cirrus Logic EVP sells 2,000 shares after PSU vesting

Cirrus Logic EVP Justin E. Dougherty reported several equity transactions in company stock.

Rhea-AI Filing Summary

Cirrus Logic EVP Justin E. Dougherty reported several equity transactions in company stock. He exercised performance-based awards so that 1,080 shares of common stock vested, based on a 72.5% payout of his 1,490 Performance Stock Units for the fiscal 2026 performance year.

The company withheld 419 shares to cover tax obligations, which were not sold on the market. Dougherty then sold 2,000 shares of common stock in an open-market transaction at a weighted average price around $166.50 per share. Following these transactions, he directly holds 4,537 shares of Cirrus Logic common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Dougherty Justin E

Role EVP, Global Operations

Sold 2,000 shs ($333K)

Approx. gross sale proceeds $333K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Performance Shares	1,490	$0.00	$0.00
Exercise	Common Stock	1,080	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	419	$166.62	$70K
Sale	Common Stock	2,000	$166.50	$333K

Holdings After Transaction: Performance Shares — 2,980 contracts (Direct); Common Stock — 4,537 shares (Direct)

Footnotes (3)

1. F1. The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs) that vested was determined based on pre-established performance metrics, as approved by the Company's Compensation Committee, over the first fiscal year of a three-fiscal-year performance period beginning with fiscal year 2026 and ending at the conclusion of fiscal year 2028. A payout percentage was determined based on the level of performance achieved and then multiplied by the annual baseline allocation of PSUs for this tranche. Mr. Dougherty's annual baseline allocation of PSUs was 1,490, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 1,080 shares of common stock vested, and the Company withheld sufficient shares for payment of required tax obligations.
2. F2. No shares were sold; these shares were withheld to satisfy tax withholding requirements.
3. F3. The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.50 to $166.53. 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.

Key Figures

Open-market sale: 2,000 shares at $166.50/share Shares owned after transactions: 4,537 shares Tax withholding shares: 419 shares at $166.62/share +3 more

6 metrics

Open-market sale 2,000 shares at $166.50/share Common Stock sale on 2026-05-21

Shares owned after transactions 4,537 shares Direct common stock holdings following 2026-05-21 trades

Tax withholding shares 419 shares at $166.62/share Shares withheld to satisfy tax obligations

Vested common shares 1,080 shares Shares from performance-based vesting for fiscal 2026

PSU baseline allocation 1,490 units Annual baseline Performance Stock Units for this tranche

Payout percentage 72.5% Fiscal 2026 performance payout applied to PSU baseline

Key Terms

Performance Stock Units (PSUs), performance metrics, tax withholding requirements, weighted average price

4 terms

Performance Stock Units (PSUs) financial

"we refer to as Performance Stock Units (PSUs) that vested was determined"

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

performance metrics financial

"determined based on pre-established performance metrics, as approved"

Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.

tax withholding requirements financial

"these shares were withheld to satisfy tax withholding requirements"

weighted average price financial

"The price reported in Table I - Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

What insider transactions did Cirrus Logic (CRUS) EVP Justin Dougherty report?

Justin Dougherty reported vesting of 1,080 common shares from performance-based awards, withholding of 419 shares for taxes, and an open-market sale of 2,000 shares. These combined transactions reflect both equity compensation and subsequent portfolio adjustment activity.

How many Cirrus Logic (CRUS) shares did Justin Dougherty sell and at what price?

He sold 2,000 shares of Cirrus Logic common stock in an open-market transaction. The Form 4 shows a weighted average sale price of about $166.50 per share, based on multiple trades executed within a narrow intraday price range.

How many Cirrus Logic (CRUS) shares does Justin Dougherty own after these transactions?

After the reported transactions, Justin Dougherty directly owns 4,537 shares of Cirrus Logic common stock. This figure reflects the combined impact of his performance share vesting, tax-withholding share reduction, and the 2,000-share open-market sale on the same date.

Were all Justin Dougherty’s Cirrus Logic (CRUS) shares actually sold in this Form 4?

No, not all reported share reductions were market sales. The filing explains that 419 shares were withheld by Cirrus Logic solely to satisfy tax withholding requirements related to vesting, while 2,000 shares were separately sold in open-market transactions.

What performance criteria affected Justin Dougherty’s Cirrus Logic (CRUS) Performance Stock Units?

His Performance Stock Units vested based on pre-established performance metrics over the first fiscal year of a three-year period beginning in fiscal 2026. For that year, the payout percentage was 72.5%, leading to 1,080 common shares vesting from a 1,490-unit baseline.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:37 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dougherty Justin E

(Last) (First) (Middle)

800 WEST 6TH STREET

(Street)

AUSTIN TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Global Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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

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

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

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	05/21/2026		M		1,080(1)	A	$0	6,956	D
Common Stock(2)	05/21/2026		F		419	D	$166.62	6,537	D
Common Stock	05/21/2026		S		2,000	D	$166.5(3)	4,537	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
Performance Shares	(1)	05/21/2026		M			1,490(1)	05/21/2026	05/21/2026	Common Stock	1,490	$0	2,980	D

Explanation of Responses:

1. The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs) that vested was determined based on pre-established performance metrics, as approved by the Company's Compensation Committee, over the first fiscal year of a three-fiscal-year performance period beginning with fiscal year 2026 and ending at the conclusion of fiscal year 2028. A payout percentage was determined based on the level of performance achieved and then multiplied by the annual baseline allocation of PSUs for this tranche. Mr. Dougherty's annual baseline allocation of PSUs was 1,490, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 1,080 shares of common stock vested, and the Company withheld sufficient shares for payment of required tax obligations.

2. No shares were sold; these shares were withheld to satisfy tax withholding requirements.

3. The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.50 to $166.53. 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.

Remarks:

	By: Gregory Scott Thomas attorney-in-fact For: Justin E. Dougherty	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)