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Cirrus Logic (CRUS) EVP Baumgartner vests 1,080 shares; 419 withheld for taxes

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

CIRRUS LOGIC, INC. EVP of R&D Jeffrey W. Baumgartner had performance-based stock units vest into 1,080 shares of common stock on May 21, 2026, based on a 72.5% payout of a 1,490-unit baseline grant. The company withheld 419 shares at $166.62 each to cover tax obligations, with no shares sold in the market. Following these transactions, he directly holds 18,746 common shares.

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Insider Baumgartner Jeffrey W
Role EVP, R&D
Type Security Shares Price Value
Exercise Performance Shares 1,490 $0.00 --
Exercise Common Stock 1,080 $0.00 --
Tax Withholding Common Stock 419 $166.62 $70K
Holdings After Transaction: Performance Shares — 2,980 shares (Direct, null); Common Stock — 19,165 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. Baumgartner'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 PSUs for fiscal 2026 performance
Baseline PSUs 1,490 units Annual baseline allocation of Performance Stock Units for this tranche
Payout percentage 72.5% Fiscal 2026 PSU performance payout approved by compensation committee
Tax-withheld shares 419 shares Shares withheld to satisfy tax obligations, not sold on market
Withholding price $166.62 per share Value at which 419 shares were withheld for taxes
Shares owned after 18,746 shares Direct common stock holdings following the tax-withholding disposition
Remaining performance shares 2,980 units Performance Shares balance after derivative transaction on May 21, 2026
Performance Stock Units financial
"we refer to as Performance Stock Units (PSUs) that vested was determined based on pre-established performance metrics"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
performance-based restricted stock units financial
"The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs)"
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.
payout percentage financial
"A payout percentage was determined based on the level of performance achieved"
tax withholding requirements financial
"these shares were withheld to satisfy tax withholding requirements"
Compensation Committee financial
"as approved by the Company's Compensation Committee, over the first fiscal year"
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.
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*
Baumgartner Jeffrey W
(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, R&D
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$019,165D
Common Stock(2)05/21/2026F419D$166.6218,746D
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. Baumgartner'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:
By: Gregory Scott Thomas attorney-in-fact For: Jeffrey Baumgartner05/26/2026
** 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 Jeffrey W. Baumgartner?

CIRRUS LOGIC reported that EVP of R&D Jeffrey W. Baumgartner had performance-based stock units vest into 1,080 common shares. A portion of these shares was withheld to satisfy tax obligations, with no open-market sale of stock disclosed.

How many CIRRUS LOGIC (CRUS) shares vested for Jeffrey W. Baumgartner and on what basis?

1,080 CIRRUS LOGIC common shares vested for Jeffrey W. Baumgartner. They resulted from performance stock units based on a 1,490-unit annual baseline and a 72.5% payout percentage tied to pre-established fiscal 2026 performance metrics approved by the compensation committee.

Were any CIRRUS LOGIC (CRUS) shares sold on the market in this Form 4 filing?

No market sales occurred in this Form 4. The filing states that 419 shares were withheld by the company solely to satisfy required tax withholding obligations, and it explicitly notes that no shares were sold in the market as part of these transactions.

How many CIRRUS LOGIC (CRUS) shares does Jeffrey W. Baumgartner hold after these transactions?

After these transactions, Jeffrey W. Baumgartner directly owns 18,746 CIRRUS LOGIC common shares. This figure reflects the net position following the vesting of 1,080 shares and the withholding of 419 shares to cover associated tax liabilities on the award.

What are Performance Stock Units (PSUs) in the CIRRUS LOGIC (CRUS) Form 4 filing?

In this filing, Performance Stock Units are performance-based restricted stock units that vest based on pre-established metrics over a three-fiscal-year period. For fiscal 2026, results produced a 72.5% payout on a 1,490-unit baseline, leading to 1,080 common shares vesting to the executive.

What performance period governs the PSUs in CIRRUS LOGIC (CRUS) executive compensation?

The PSUs vest over a three-fiscal-year performance period beginning with fiscal 2026 and ending at the conclusion of fiscal 2028. Fiscal 2026 results determined a 72.5% payout for this tranche, as approved by CIRRUS LOGIC’s compensation committee.