Cirrus Logic (CRUS) EVP awarded 925 shares; 463 withheld for tax

Rhea-AI Filing Summary

CIRRUS LOGIC, INC. executive Andrew Brannan, EVP Worldwide Sales, reported vesting of performance stock units tied to fiscal 2026 results. A baseline allocation of 1,277 PSUs produced 925 common shares, while 463 shares were withheld at $166.62 per share to satisfy tax obligations. After these transactions, he directly holds 8,848 common shares.

Insights

Equity Compensation Analyst

Routine PSU vesting with shares withheld for taxes, not market selling.

Andrew Brannan, EVP of Worldwide Sales at CIRRUS LOGIC, INC., had performance stock units convert into 925 shares of common stock after meeting fiscal 2026 performance metrics. This reflects planned compensation rather than a discretionary market trade.

To satisfy tax obligations on the vesting, the company withheld 463 shares, explicitly noting that no shares were sold in the market. After these entries, Brannan directly held 9,311 shares, indicating a net increase in his equity position from this award cycle.

Insider Trade Summary

Net Buyer: 462 shares

Net Buy 3 txns

Insider Brannan Andrew

Role EVP, Worldwide Sales

Type	Security	Shares	Price	Value
Exercise	Performance Shares	1,277	$0.00	$0.00
Exercise	Common Stock	925	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	463	$166.62	$77K

Holdings After Transaction: Performance Shares — 2,555 shares (Direct); Common Stock — 8,848 shares (Direct)

Footnotes (2)

1. F1. 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. Brannan's annual baseline allocation of PSUs was 1,277, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 925 shares of common stock vested, and the Company withheld sufficient shares for payment of required tax obligations.
2. F2. No shares were sold; these shares were withheld to satisfy tax withholding requirements.

Key Figures

Baseline PSU Allocation: 1,277 PSUs Payout Percentage: 72.5% Shares Vested: 925 shares +3 more

6 metrics

Baseline PSU Allocation 1,277 PSUs Annual baseline allocation of performance stock units for fiscal 2026 tranche

Payout Percentage 72.5% Payout percentage applied to PSUs based on fiscal 2026 performance metrics

Shares Vested 925 shares Common stock vested from performance stock units for fiscal 2026

Shares Withheld for Tax 463 shares Common shares withheld to satisfy tax withholding requirements

Tax Withholding Value $166.62 per share Per-share value associated with shares withheld for tax obligations

Post-Transaction Holdings 8,848 shares Direct common stock holdings of Andrew Brannan after reported transactions

Key Terms

Performance Stock Units (PSUs), pre-established performance metrics, payout percentage, tax withholding requirements, +1 more

5 terms

Performance Stock Units (PSUs) financial

"The number of performance-based restricted stock units that we refer to as Performance Stock Units (PSUs)"

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.

pre-established performance metrics financial

"determined based on pre-established performance metrics, as approved by the Company's Compensation Committee"

payout percentage financial

"A payout percentage was determined based on the level of performance achieved"

tax withholding requirements financial

"No shares were sold; 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/26/2026 - 04:45 PM Learn about SEC filing dates

FAQ

What did Cirrus Logic (CRUS) EVP Andrew Brannan report in this insider filing?

Andrew Brannan reported vesting of performance stock units that delivered 925 shares of Cirrus Logic common stock. The company withheld 463 shares at $166.62 per share for taxes, leaving him with 8,848 shares held directly.

How were Andrew Brannan’s Performance Stock Units (PSUs) for Cirrus Logic (CRUS) calculated?

Brannan’s PSUs used an annual baseline allocation of 1,277 units and a fiscal 2026 payout percentage of 72.5%. That performance-based calculation resulted in 925 shares of common stock vesting for the first year of the three-year performance period.

How many Cirrus Logic (CRUS) shares were withheld for Andrew Brannan’s tax obligations?

The company withheld 463 shares of Cirrus Logic common stock at $166.62 per share to satisfy tax withholding requirements. A footnote clarifies that no shares were sold; they were retained by the company specifically to meet tax obligations.

What is Andrew Brannan’s direct Cirrus Logic (CRUS) common stock holding after these transactions?

Following the PSU vesting and related tax withholding, Andrew Brannan directly holds 8,848 shares of Cirrus Logic common stock. This figure represents his reported post-transaction position in the filing’s canonical holdings summary for his direct ownership.

Did the tax-withholding shares in Andrew Brannan’s Cirrus Logic (CRUS) filing involve market sales?

No. A filing footnote states that no shares were sold and that the withheld shares were used solely to satisfy tax withholding requirements. The reported 463 shares reflect a tax-withholding disposition, not open-market sales.

Over what period were Cirrus Logic (CRUS) performance metrics measured for Brannan’s PSU vesting?

The PSUs that vested for Andrew Brannan were based on pre-established performance metrics approved by the Compensation Committee over the first fiscal year of a three-fiscal-year performance period running from fiscal 2026 through fiscal 2028.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		M		925(1)	A	$0	9,311	D
Common Stock(2)	05/21/2026		F		463	D	$166.62	8,848	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	(1)	05/21/2026		M			1,277(1)	05/21/2026	05/21/2026	Common Stock	1,277	$0	2,555	D

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. Brannan's annual baseline allocation of PSUs was 1,277, and the payout percentage for fiscal year 2026 was 72.5%. Therefore, 925 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: Andrew Brannan	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)