Cirrus Logic (CRUS) EVP Dougherty reports MSU vesting and new 2029 RSU grants

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.

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).

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^*

Dougherty Justin E

(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, Global Operations

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	7,242	D
Common Stock(2)	02/06/2026		F		597	D	$142.78	6,645	D
Common Stock	02/06/2026		M		3,012	A	$0	9,657	D
Common Stock(2)	02/06/2026		F		781	D	$142.78	8,876	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. 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.

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. 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.

Remarks:

	By: Gregory Scott Thomas attorney-in-fact For: Justin E. Dougherty	02/09/2026
	** Signature of Reporting Person	Date
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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.

Were any Cirrus Logic (CRUS) shares sold by Justin Dougherty in this filing?

No open-market sales occurred in this filing. Shares marked with transaction code “F” at $142.78 per share, totaling 597 and 781 shares, were withheld by Cirrus Logic solely to cover required tax withholding on the vesting equity awards, according to the footnotes.

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.

What are the new Market Stock Unit performance shares granted to CRUS EVP Dougherty?

Dougherty was granted 4,141 performance-based Market Stock Units on February 5, 2026. Each MSU can deliver up to 200% of one Cirrus Logic share, depending on total shareholder return versus the Russell 3000 index over a three-year period ending February 5, 2029, using pre-approved performance metrics.

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.