Cirrus Logic EVP reports stock unit vesting, grants

Cirrus Logic EVP Andrew Brannan reported equity vesting and new awards.

Accepted by SEC EDGAR 02/09/2026 - 04:29 PM EST

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Rhea-AI Filing Summary

Cirrus Logic EVP Andrew Brannan reported equity vesting and new awards. On February 6, 2026, 2,186 shares of common stock vested from performance-based Market Stock Units after the company’s three-year total shareholder return produced a 113% payout versus the Philadelphia Semiconductor Index.

Also on February 6, 2,687 restricted stock units vested, with shares withheld at $142.78 solely to cover tax obligations, not sold on the open market. On February 5, 2026, Brannan received new grants of 3,855 restricted stock units vesting on February 5, 2029 and 3,106 new Market Stock Units tied to three-year TSR versus the Russell 3000. After these transactions, he directly owned 8,386 common shares, plus 10,905 restricted stock units and 7,512 performance shares.

Insider Trade Summary

4,622 shares exercised/converted

Exercise 8 txns

Insider Brannan Andrew

Role EVP, Worldwide Sales

Type	Security	Shares	Price	Value
Exercise	Performance Shares	1,935	$0.00	$0.00
Exercise	Restricted Stock Units	2,687	$0.00	$0.00
Exercise	Common Stock	2,186	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,093	$142.78	$156K
Exercise	Common Stock	2,687	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,344	$142.78	$192K
Grant/Award	Restricted Stock Units	3,855	$0.00	$0.00
Grant/Award	Performance Shares	3,106	$0.00	$0.00

Holdings After Transaction: Performance Shares — 11,918 contracts (Direct); Restricted Stock Units — 17,955 contracts (Direct); Common Stock — 8,386 shares (Direct)

Footnotes (6)

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. Brannan's target number of MSUs was 1,935 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,186 shares of common stock vested (which is shown in Table I), and the Company withheld sufficient shares for payment of required tax obligations.
F2. No shares were sold; these shares were withheld to satisfy tax withholding requirements.
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.
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.
F6. These performance shares reflect performance-based restricted stock units that we refer to as Market Stock Units (MSUs). Each MSU 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.

FAQ

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What does Andrew Brannan’s latest Form 4 for Cirrus Logic (CRUS) show?

The Form 4 shows Cirrus Logic EVP, Worldwide Sales Andrew Brannan had performance-based Market Stock Units and restricted stock units vest, and also received new grants. It details resulting common stock ownership, derivative holdings, and tax-withholding share reductions at a stated price per share.

Did Andrew Brannan sell any Cirrus Logic (CRUS) shares into the market?

No open market sale is reported. Shares marked with transaction code “F” at $142.78 per share were withheld by Cirrus Logic to satisfy tax withholding obligations related to vesting, as noted in the footnotes, rather than sold by Brannan to third-party buyers.

How were Andrew Brannan’s Market Stock Units at Cirrus Logic (CRUS) determined?

Brannan’s Market Stock Units vested based on Cirrus Logic’s total shareholder return over three years versus the Philadelphia Semiconductor Index. A 113% payout was applied to his 1,935 target units, resulting in 2,186 common shares vesting, with some withheld to cover associated tax obligations.

What new equity awards did Andrew Brannan receive from Cirrus Logic (CRUS)?

On February 5, 2026, Brannan received 3,855 new restricted stock units and 3,106 new performance-based Market Stock Units. The restricted stock units are scheduled to vest in full on February 5, 2029, while the Market Stock Units depend on three-year total shareholder return performance versus the Russell 3000.

How many Cirrus Logic (CRUS) shares and units does Andrew Brannan hold after these transactions?

Following the reported transactions, Brannan directly owned 8,386 shares of Cirrus Logic common stock. He also beneficially held 10,905 restricted stock units and 7,512 performance shares, representing additional contingent rights to receive Cirrus Logic common stock upon future vesting and performance conditions.

What performance period applies to Andrew Brannan’s new Market Stock Units at Cirrus Logic (CRUS)?

The new Market Stock Units granted on February 5, 2026 use a three-year performance period from February 5, 2026 through February 5, 2029. Payout depends on Cirrus Logic’s total shareholder return relative to Russell 3000 index companies, as approved by the Compensation Committee.

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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^*

Brannan Andrew

(Last)

(First)

(Middle)

800 WEST 6TH STREET

(Street)

AUSTIN

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2026		M		2,186⁽¹⁾	A	$0	8,136	D
Common Stock⁽²⁾	02/06/2026		F		1,093	D	$142.78	7,043	D
Common Stock	02/06/2026		M		2,687	A	$0	9,730	D
Common Stock⁽²⁾	02/06/2026		F		1,344	D	$142.78	8,386	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽¹⁾	02/06/2026		M			1,935⁽¹⁾	02/06/2026	02/06/2026	Common Stock	1,935	$0	4,406	D
Restricted Stock Units	⁽³⁾	02/06/2026		M			2,687	02/06/2026	02/06/2026	Common Stock	2,687	$0	7,050	D
Restricted Stock Units	⁽⁴⁾	02/05/2026		A		3,855		⁽⁵⁾	⁽⁵⁾	Common Stock	3,855	$0	10,905	D
Performance Shares	⁽⁶⁾	02/05/2026		A		3,106		⁽⁶⁾	⁽⁶⁾	Common Stock	3,106	$0	7,512	D

Explanation of Responses:

1. 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. Brannan's target number of MSUs was 1,935 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,186 shares of common stock vested (which is shown in Table I), 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. 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.

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

5. 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.

6. These performance shares reflect performance-based restricted stock units that we refer to as Market Stock Units (MSUs). Each MSU 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.

Remarks:

	By: Gregory Scott Thomas attorney-in-fact For: Andrew Brannan	02/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR