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Cirrus Logic (CRUS) EVP Alberty reports MSU vesting, new RSU and MSU grants

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cirrus Logic EVP Carl Jackson Alberty reported multiple equity award activities. On February 6, 2026, 2,451 performance-based Market Stock Units vested after Cirrus Logic achieved a 113% total shareholder return versus the Philadelphia Semiconductor Index over a three-year period. To cover taxes, the company withheld 597 and 781 shares of common stock at $142.78 per share; no shares were sold on the open market.

Alberty also exercised performance shares and restricted stock units at a $0 exercise price, increasing his directly held common stock to 42,229 shares. On February 5, 2026, he received new grants of 5,140 restricted stock units that vest in full on February 5, 2029, and 4,141 performance-based Market Stock Units tied to relative total shareholder return versus the Russell 3000 index over a three-year period beginning February 5, 2026.

Positive

  • None.

Negative

  • None.
Insider Alberty Carl Jackson
Role EVP, MSP
Type Security Shares Price Value
Exercise Performance Shares 2,169 $0.00 --
Exercise Restricted Stock Units 3,012 $0.00 --
Exercise Common Stock 2,450 $0.00 --
Tax Withholding Common Stock 597 $142.78 $85K
Exercise Common Stock 3,012 $0.00 --
Tax Withholding Common Stock 781 $142.78 $112K
Grant/Award Restricted Stock Units 5,140 $0.00 --
Grant/Award Performance Shares 4,141 $0.00 --
Holdings After Transaction: Performance Shares — 5,022 shares (Direct); Restricted Stock Units — 8,046 shares (Direct); Common Stock — 40,595 shares (Direct)
Footnotes (1)
  1. 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. Alberty's target number of MSUs was 2,169 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,451 shares of common stock vested (which is shown in Table I), 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. 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. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock. 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date. Each of these MSU's 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.
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*
Alberty Carl Jackson

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, MSP
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026
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 02/06/2026 M 2,450(1) A $0 40,595 D
Common Stock(2) 02/06/2026 F 597 D $142.78 39,998 D
Common Stock 02/06/2026 M 3,012 A $0 43,010 D
Common Stock(2) 02/06/2026 F 781 D $142.78 42,229 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) 02/06/2026 M 2,169(1) 02/06/2026 02/06/2026 Common Stock 2,169 $0 5,022 D
Restricted Stock Units (3) 02/06/2026 M 3,012 02/06/2026 02/06/2026 Common Stock 3,012 $0 8,046 D
Restricted Stock Units (4) 02/05/2026 A 5,140 (5) (5) Common Stock 5,140 $0 13,186 D
Performance Shares (6) 02/05/2026 A 4,141 (6) (6) Common Stock 4,141 $0 9,163 D
Explanation of Responses:
1. 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. Alberty's target number of MSUs was 2,169 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 2,451 shares of common stock vested (which is shown in Table I), 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.
3. 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.
4. Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
5. 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.
6. Each of these MSU's 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:
By: Gregory Scott Thomas attorney-in-fact For: Carl Jackson Alberty 02/09/2026
** 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.

FAQ

What insider transactions did CRUS EVP Carl Alberty report on this Form 4?

Carl Alberty reported vesting and exercises of performance shares and restricted stock units, plus new grants. On February 6, 2026, 2,451 performance-based Market Stock Units vested and were settled in common stock, with some shares withheld to satisfy tax obligations.

Did Cirrus Logic EVP Carl Alberty sell any CRUS shares in this filing?

He did not execute open-market sales. The filing shows Form 4 code "F" transactions where 597 and 781 shares of common stock were withheld at $142.78 per share solely to cover tax withholding obligations related to the vesting of equity awards, rather than discretionary share sales.

How many Cirrus Logic common shares does Carl Alberty hold after these transactions?

Following the reported February 6, 2026 transactions, Carl Alberty directly owns 42,229 shares of Cirrus Logic common stock. This reflects the net result of vested Market Stock Units and restricted stock units, minus shares withheld to meet tax obligations associated with those vesting events.

What performance metrics drove the Market Stock Unit vesting for CRUS EVP Alberty?

The Market Stock Units vested based on total shareholder return over three years from February 6, 2023 to February 6, 2026. Cirrus Logic’s total shareholder return versus the Philadelphia Semiconductor Index produced a 113% payout on Alberty’s 2,169-target MSUs, resulting in 2,451 vested common shares.

What new restricted stock units did Carl Alberty receive from Cirrus Logic?

On February 5, 2026, Alberty was granted 5,140 restricted stock units, each economically equivalent to one Cirrus Logic common share. According to the filing, 100% of these restricted stock units are scheduled to vest on February 5, 2029, the three-year anniversary of the grant date.

How are Carl Alberty’s new performance-based Market Stock Units structured at Cirrus Logic?

He received 4,141 Market Stock Units on February 5, 2026. Each MSU can deliver up to 200% of one common share, depending on pre-established performance metrics tied to total shareholder return versus Russell 3000 index components over a three-year period ending February 5, 2029.