Cirrus Logic (CRUS) CEO Forsyth sells shares, gains new RSU and performance awards

Rhea-AI Filing Summary

Cirrus Logic CEO John Forsyth reported multiple equity transactions, mainly from awards vesting and a pre‑planned sale. On February 4, 2026, he sold 21,806 shares of common stock at a weighted average price of $135.15 under a Rule 10b5‑1 trading plan.

On February 6, 2026, 17,220 shares vested from performance‑based Market Stock Units after Cirrus Logic achieved a 113% payout over a three‑year period, and the company withheld shares to cover taxes. Restricted stock units also vested, with additional tax‑withholding share reductions. On February 5, 2026, Forsyth received new grants of 25,696 restricted stock units and 25,409 performance shares, both tied to future time‑based or performance vesting. After these transactions, his beneficial ownership was 220,030 shares, including 145,014 shares underlying vested stock options and 75,016 shares held directly.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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 TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC, INC. [ CRUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/04/2026		S(1)		21,806	D	$135.15(2)	50,723	D
Common Stock	02/06/2026		M		17,220(3)	A	$0	67,943	D
Common Stock	02/06/2026(4)		F		6,777	D	$142.78	61,166	D
Common Stock	02/06/2026		M		21,166	A	$0	82,332	D
Common Stock	02/06/2026(4)		F		7,316	D	$142.78	75,016	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	(3)	02/06/2026		M			15,239(3)	02/06/2026	02/06/2026	Common Stock	15,239	$0	31,722	D
Restricted Stock Units	(5)	02/06/2026		M			21,166	02/06/2026	02/06/2026	Common Stock	21,166	$0	50,567	D
Restricted Stock Units	(6)	02/05/2026		A		25,696		(7)	(7)	Common Stock	25,696	$0	76,263	D
Performance Shares	(8)	02/05/2026		A		25,409		(8)	(8)	Common Stock	25,409	$0	57,131	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 29, 2025.

2. The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.05 to $143.95. The reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.

3. The number of performance-based restricted stock units that we refer to as Market Stock Units (MSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning February 6, 2023, and ending February 6, 2026. A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of MSUs. Mr. Forsyth's target number of MSUs was 15,239 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 17,220 shares of common stock vested (which is shown in Table I), and the Company withheld sufficient shares for payment of required tax obligations.

4. No shares were sold; these shares were withheld to satisfy tax withholding requirements.

5. Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on February 6, 2026, and the Company withheld sufficient shares for payment of required tax withholdings.

6. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.

7. 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.

8. Each of these MSUs represents the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the MSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on February 5, 2026, and ending on February 5, 2029. The MSU performance metrics involve total shareholder return (TSR) relative to the component companies of the Russell 3000 index.

Remarks:

After the transactions reported on this Form 4, Mr. Forsyth increased his beneficial ownership to 220,030 shares, which includes 145,014 shares issuable upon exercise of vested stock options held by Mr. Forsyth and 75,016 shares held directly.

	By: Gregory Scott Thomas attorney-in-fact For: John Forsyth	02/06/2026
	** Signature of Reporting Person	Date
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