Cirrus Logic (CRUS) EVP Dougherty reports MSU vesting and new 2029 RSU grants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cirrus Logic EVP of Global Operations Justin E. Dougherty reported equity award activity tied to performance and time-based vesting. On February 6, 2026, 2,450 shares of common stock vested from performance-based Market Stock Units after Cirrus Logic achieved a 113% payout versus the Philadelphia Semiconductor Index.
The same day, restricted stock units equivalent to 3,012 shares of common stock also vested. In connection with these vestings, the company withheld 597 and 781 shares, respectively, at $142.78 per share to cover tax obligations; no shares were sold in the market.
On February 5, 2026, Dougherty received new grants of 5,140 restricted stock units that are scheduled to vest on February 5, 2029, and 4,141 performance-based Market Stock Units tied to total shareholder return versus the Russell 3000 index over a three-year period ending February 5, 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,181 shares exercised/converted
Mixed
8 txns
Insider
Dougherty Justin E
Role
EVP, Global Operations
| 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 — 7,242 shares (Direct)
Footnotes (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. Dougherty'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, 2,450 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. These performance shares reflect performance-based restricted stock units that we refer to as Market Stock Units (MSUs). Each MSU 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.
FAQ
What insider transactions did CRUS EVP Justin Dougherty report on this Form 4?
Justin Dougherty reported vesting of performance-based Market Stock Units and restricted stock units, plus new equity grants. On February 6, 2026, 2,450 performance-based shares and 3,012 RSU-linked shares vested, with share withholding used to satisfy tax obligations instead of open-market sales.
How were Cirrus Logic (CRUS) Market Stock Units for Justin Dougherty determined?
The Market Stock Units were based on Cirrus Logic’s total shareholder return versus the Philadelphia Semiconductor Index over February 6, 2023 to February 6, 2026. A 113% payout was applied to Dougherty’s 2,169-target MSUs, resulting in 2,450 common shares vesting and being reported as acquired.
What new restricted stock units did CRUS grant to Justin Dougherty?
On February 5, 2026, Justin Dougherty received 5,140 restricted stock units. Each unit represents a contingent right to one Cirrus Logic common share, and 100% of these units are scheduled to vest on February 5, 2029, three years after the grant date, if vesting conditions are met.
How does Cirrus Logic (CRUS) measure performance for Justin Dougherty’s MSUs?
For vested MSUs, performance from February 6, 2023 to February 6, 2026 used total shareholder return versus the Philadelphia Semiconductor Index, yielding a 113% payout. Future MSUs granted February 5, 2026 will use total shareholder return versus the Russell 3000 index over a three-year period.