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Cirrus Logic (CRUS) CEO gets 6,171 vested shares, 2,429 withheld for tax

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

Rhea-AI Filing Summary

CIRRUS LOGIC, INC. CEO John Forsyth reported routine equity compensation activity tied to performance-based awards. A tranche of 8,513 Performance Stock Units (PSUs) for fiscal year 2026 vested at a 72.5% payout, resulting in 6,171 shares of common stock becoming deliverable. To cover required taxes, the company withheld 2,429 shares at $166.62 per share; footnotes state no shares were sold in the market. Following these transactions, Forsyth directly holds 76,187 shares of common stock and 17,028 PSUs remain outstanding. The filing reflects compensation-related vesting and tax withholding rather than open-market buying or selling.

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Insider Forsyth John
Role CEO
Type Security Shares Price Value
Exercise Performance Shares 8,513 $0.00 --
Exercise Common Stock 6,171 $0.00 --
Tax Withholding Common Stock 2,429 $166.62 $405K
Holdings After Transaction: Performance Shares — 17,028 shares (Direct, null); Common Stock — 76,187 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. Forsyth's annual baseline allocation of PSUs was 8,513, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 6,171 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 6,171 shares Common stock from PSUs vested on May 21, 2026
Shares withheld for tax 2,429 shares Withheld to satisfy tax obligations at $166.62 per share
Tax withholding price $166.62/share Value used for withheld shares on May 21, 2026
Baseline PSU allocation 8,513 PSUs Annual baseline allocation for this tranche
Payout percentage 72.5% Fiscal year 2026 performance payout rate for PSUs
Common shares held after 76,187 shares Direct Cirrus Logic common stock holding post-transaction
PSUs outstanding after 17,028 PSUs Remaining Performance Stock Units after vesting event
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.
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."
Compensation Committee financial
"The number of performance-based restricted stock units... as approved by the Company's Compensation Committee..."
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*
Forsyth John
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
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 Stock05/21/2026M6,171(1)A$076,187D
Common Stock(2)05/21/2026F2,429D$166.6273,758D
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)05/21/2026M8,513(1)05/21/202605/21/2026Common Stock8,513$017,028D
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. Forsyth's annual baseline allocation of PSUs was 8,513, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 6,171 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: John Forsyth05/26/2026
** 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 did Cirrus Logic (CRUS) CEO John Forsyth report in this Form 4?

John Forsyth reported vesting of performance-based equity awards and related tax withholding. 6,171 shares of Cirrus Logic common stock vested from Performance Stock Units, and the company withheld a portion of those shares to satisfy required tax obligations.

How many Cirrus Logic (CRUS) shares vested for CEO John Forsyth?

6,171 shares of Cirrus Logic common stock vested for John Forsyth from Performance Stock Units. The vesting reflected a 72.5% payout on an 8,513-unit annual baseline allocation approved under the company’s performance-based compensation program.

Were any Cirrus Logic (CRUS) shares sold by the CEO in this filing?

No, the filing states that no shares were sold. Instead, 2,429 shares were withheld by Cirrus Logic to satisfy tax withholding requirements tied to the vesting event, which is a standard non-market transaction for equity compensation.

How many Cirrus Logic (CRUS) shares were withheld for taxes for the CEO?

2,429 shares of Cirrus Logic common stock were withheld to cover tax obligations. The shares were valued at $166.62 each for this purpose, and the transaction is coded as tax-withholding, not an open-market sale by John Forsyth.

What is John Forsyth’s Cirrus Logic (CRUS) shareholding after these transactions?

After the reported transactions, John Forsyth directly holds 76,187 shares of Cirrus Logic common stock. He also has 17,028 Performance Stock Units outstanding, reflecting remaining performance-based restricted stock units under the company’s incentive program.

How were the Cirrus Logic (CRUS) Performance Stock Units for the CEO determined?

The number of Performance Stock Units vesting was based on pre-established performance metrics. For fiscal year 2026, a 72.5% payout was applied to John Forsyth’s 8,513-unit annual baseline allocation, leading to 6,171 shares of common stock vesting on May 21, 2026.