Cirrus Logic (NASDAQ: CRUS) EVP reports major stock unit vesting and grants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cirrus Logic EVP of R&D Jeffrey W. Baumgartner reported equity compensation activity and related tax withholding. On February 6, 2026, 2,450 common shares vested from performance-based Market Stock Units after a 113% payout was earned on a three-year total shareholder return test versus the Philadelphia Semiconductor Index. The company withheld 597 and 781 shares of common stock at $142.78 per share to cover tax obligations rather than selling shares in the market. On the same date, 3,012 restricted stock units also vested, each equal to one common share. On February 5, 2026, he received new grants of 5,140 restricted stock units vesting in full on February 5, 2029, and 4,141 performance Market Stock Units tied to total shareholder return over a three-year period ending February 5, 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,181 shares exercised/converted
Mixed
8 txns
Insider
Baumgartner Jeffrey W
Role
EVP, R&D
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Shares | 2,169 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,012 | $0.00 | -- |
| Exercise | Common Stock | 2,450 | $0.00 | -- |
| Tax Withholding | Common Stock | 597 | $142.78 | $85K |
| Exercise | Common Stock | 3,012 | $0.00 | -- |
| Tax Withholding | Common Stock | 781 | $142.78 | $112K |
| Grant/Award | Restricted Stock Units | 5,140 | $0.00 | -- |
| Grant/Award | Performance Shares | 4,141 | $0.00 | -- |
Holdings After Transaction:
Performance Shares — 5,022 shares (Direct);
Restricted Stock Units — 8,046 shares (Direct);
Common Stock — 16,451 shares (Direct)
Footnotes (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. 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. No shares were sold; these shares were withheld to satisfy tax withholding requirements. 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. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock. 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date. 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.
FAQ
What insider transaction did Cirrus Logic (CRUS) EVP Jeffrey Baumgartner report?
Jeffrey W. Baumgartner reported vesting of performance-based Market Stock Units and restricted stock units, along with share withholding for taxes. On February 6, 2026, 2,450 common shares from Market Stock Units and 3,012 restricted stock units vested, and some shares were withheld to satisfy tax obligations.
How were Jeffrey Baumgartner’s Market Stock Units at Cirrus Logic (CRUS) determined and paid out?
The Market Stock Units vested based on a three-year total shareholder return test versus the Philadelphia Semiconductor Index. Baumgartner had a 2,169-unit target, and Cirrus Logic’s performance produced a 113% payout, resulting in 2,450 common shares vesting on February 6, 2026, delivered before tax withholding.
What new equity awards did Cirrus Logic (CRUS) grant Jeffrey Baumgartner in this filing?
On February 5, 2026, Baumgartner received 5,140 restricted stock units and 4,141 performance Market Stock Units. The restricted stock units are scheduled to vest 100% on February 5, 2029, while the Market Stock Units depend on three-year total shareholder return performance ending February 5, 2029.
When will Jeffrey Baumgartner’s newly granted Cirrus Logic (CRUS) restricted stock units vest?
The newly granted restricted stock units are scheduled to vest in full on February 5, 2029. This vesting date is described as the three-year anniversary of the grant date, meaning Baumgartner must remain eligible through that period to receive the underlying common shares.
What performance metrics apply to Jeffrey Baumgartner’s new Market Stock Units at Cirrus Logic (CRUS)?
The new Market Stock Units can pay out up to 200% of one share per unit, based on total shareholder return over three years. Performance will be measured from February 5, 2026, to February 5, 2029, relative to the component companies of the Russell 3000 index.