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Cirrus Logic (CRUS) EVP Brannan logs PSU vesting with shares withheld for taxes

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

Rhea-AI Filing Summary

CIRRUS LOGIC, INC. executive Andrew Brannan reported routine equity compensation activity tied to performance stock units. On May 21, 2026, 925 shares of common stock vested from performance-based awards, while 463 shares were withheld by the company to cover required tax obligations, with no open-market sales.

Following these transactions, Brannan directly held 9,311 shares of common stock. The vesting was based on a 72.5% payout of his annual baseline allocation of 1,277 performance stock units for the first year of a three-year performance period.

Positive

  • None.

Negative

  • None.

Insights

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 Brannan Andrew
Role EVP, Worldwide Sales
Type Security Shares Price Value
Exercise Performance Shares 1,277 $0.00 --
Exercise Common Stock 925 $0.00 --
Tax Withholding Common Stock 463 $166.62 $77K
Holdings After Transaction: Performance Shares — 2,555 shares (Direct, null); Common Stock — 9,311 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. 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. No shares were sold; these shares were withheld to satisfy tax withholding requirements.
Shares vested 925 shares Common stock vested from performance stock units on May 21, 2026
Shares withheld for taxes 463 shares Withheld to satisfy tax withholding requirements on May 21, 2026
Tax withholding reference price $166.62/share Value used for 463-share tax-withholding disposition
Shares held after transaction 9,311 shares Direct common stock ownership following reported transactions
Baseline PSU allocation 1,277 units Annual baseline allocation of performance stock units for Brannan
PSU payout percentage 72.5% Fiscal 2026 payout rate applied to Brannan’s PSU allocation
Performance period length 3 fiscal years PSU performance period from fiscal 2026 through fiscal 2028
Performance Stock Units (PSUs) financial
"we refer to as Performance Stock Units (PSUs) that vested was determined based on pre-established performance metrics"
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"
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.
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*
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)
Director10% Owner
XOfficer (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)
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 Stock05/21/2026M925(1)A$09,311D
Common Stock(2)05/21/2026F463D$166.628,848D
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)05/21/2026M1,277(1)05/21/202605/21/2026Common Stock1,277$02,555D
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 Brannan05/26/2026
** 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) executive Andrew Brannan report in this Form 4?

Andrew Brannan reported vesting of equity awards and related tax withholding. 925 shares of Cirrus Logic common stock vested from performance stock units, and 463 shares were withheld by the company to cover taxes, with no open-market sales disclosed in the filing.

Were any Cirrus Logic (CRUS) shares sold on the market by Andrew Brannan?

No market sales were reported for Andrew Brannan. The filing states that 463 shares were withheld solely to satisfy tax withholding requirements, and explicitly notes that no shares were sold, distinguishing this from an open-market disposition of stock.

How many Cirrus Logic (CRUS) shares did Andrew Brannan receive from performance stock units?

Brannan received 925 shares of common stock from performance stock units. The number reflects a 72.5% payout on his annual baseline allocation of 1,277 performance stock units for fiscal 2026, based on pre-established performance metrics approved by the Compensation Committee.

What is the performance period for Andrew Brannan’s Cirrus Logic (CRUS) PSUs?

The performance stock units use a three-fiscal-year performance period. It begins with fiscal year 2026 and ends at the conclusion of fiscal year 2028, with the first year’s results determining the 72.5% payout applied to Brannan’s 1,277-unit annual baseline allocation.

How many Cirrus Logic (CRUS) shares does Andrew Brannan hold after these transactions?

After the reported vesting and tax withholding, Brannan directly holds 9,311 shares of Cirrus Logic common stock. This figure comes from the post-transaction ownership column in the Form 4 and reflects his updated direct equity stake following the PSU-related activity.

What payout percentage was applied to Andrew Brannan’s Cirrus Logic (CRUS) PSUs?

A 72.5% payout percentage was applied to Brannan’s performance stock units. This percentage, approved by the Compensation Committee, was based on pre-established performance metrics for fiscal 2026 and determined how many of his 1,277 baseline PSUs converted into vested common shares.