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Cirrus Logic (NASDAQ: CRUS) EVP has PSUs vest; shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CIRRUS LOGIC, INC. EVP and General Counsel Thomas Scott reported routine equity compensation activity linked to performance stock units. On May 21, 2026, 1,080 shares of common stock vested from performance-based restricted stock units after the Compensation Committee applied a 72.5% payout to a 1,490-unit baseline allocation. To cover required taxes, the company withheld 425 shares at $166.62 per share; no shares were sold in the market. Following the tax-withholding disposition, Scott held 31,048 shares of common stock directly.

Positive

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Negative

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Insider THOMAS SCOTT
Role EVP, General Counsel
Type Security Shares Price Value
Exercise Performance Shares 1,490 $0.00 --
Exercise Common Stock 1,080 $0.00 --
Tax Withholding Common Stock 425 $166.62 $71K
Holdings After Transaction: Performance Shares — 2,980 shares (Direct, null); Common Stock — 31,473 shares (Direct, null)
Footnotes (1)
  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. Thomas'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. No shares were sold; these shares were withheld to satisfy tax withholding requirements.
Shares vested 1,080 shares Common stock vested from performance stock units on May 21, 2026
Shares withheld for taxes 425 shares Withheld to satisfy tax obligations on vesting
Withholding price $166.62 per share Value used for tax-withholding share amount
Baseline PSU allocation 1,490 units Annual baseline allocation of performance stock units for this tranche
Payout percentage 72.5% Payout for fiscal year 2026 performance metrics
Common shares held 31,048 shares Direct holdings after tax-withholding disposition
Performance shares exercised 1,490 units Performance shares in derivative transaction converting into common stock
Performance Stock Units (PSUs) financial
"The number of performance-based restricted stock units that 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-based restricted stock units financial
"The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs) that vested was determined..."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Compensation Committee financial
"as approved by the Company's Compensation Committee, over the first fiscal year of a three-fiscal-year performance period..."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
payout percentage financial
"A payout percentage was determined based on the level of performance achieved and then multiplied by the annual baseline allocation..."
tax withholding requirements financial
"No shares were sold; these shares were withheld to satisfy tax withholding requirements."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
THOMAS SCOTT
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026M1,080(1)A$031,473D
Common Stock(2)05/21/2026F425D$166.6231,048D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares(1)05/21/2026M1,490(1)05/21/202605/21/2026Common Stock1,490$02,980D
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. Thomas'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.
Remarks:
Gregory Scott Thomas05/26/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CIRRUS LOGIC (CRUS) report for Thomas Scott?

Thomas Scott reported routine equity compensation activity. Performance-based restricted stock units vested into 1,080 common shares, and the company withheld 425 of those shares to satisfy tax obligations. No open-market sale of CIRRUS LOGIC (CRUS) stock occurred.

How many CIRRUS LOGIC (CRUS) shares vested for Thomas Scott in this Form 4?

1,080 shares of CIRRUS LOGIC common stock vested. These shares resulted from performance-based restricted stock units, using a 1,490-unit annual baseline and a 72.5% payout percentage approved by the Compensation Committee for fiscal year 2026.

Were any CIRRUS LOGIC (CRUS) shares sold by Thomas Scott in this filing?

No shares were sold in the market. The Form 4 states that 425 shares were withheld by the company solely to satisfy tax withholding requirements related to the vesting, rather than being sold in open-market transactions.

Why were 425 CIRRUS LOGIC (CRUS) shares withheld from Thomas Scott?

425 shares were withheld to pay taxes. After 1,080 shares vested from performance stock units, the company retained 425 shares at $166.62 per share to meet required tax withholding obligations tied to that vesting event.

What performance criteria affected Thomas Scott’s CIRRUS LOGIC (CRUS) stock unit vesting?

Pre-established performance metrics determined the payout. The Compensation Committee set metrics for the first fiscal year of a three-year period from fiscal 2026 to 2028, producing a 72.5% payout on a 1,490-unit PSU allocation.

How many CIRRUS LOGIC (CRUS) shares did Thomas Scott hold after the tax-withholding transaction?

Thomas Scott held 31,048 CIRRUS LOGIC shares directly. This figure reflects his common stock position immediately following the share withholding used to satisfy tax obligations related to the performance stock unit vesting event.