Form 4: Cirrus Logic EVP Sells Shares After Option Exercise

Cirrus Logic's EVP and General Counsel, Scott Thomas, exercised stock options and subsequently sold an equal number of common shares under a pre-arranged 10b5-1 plan.

Summary

• Scott Thomas, Executive Vice President and General Counsel of Cirrus Logic, Inc. (CRUS), reported transactions on September 18, 2025.
• Exercised 11,089 non-qualified stock options at an exercise price of $41.49 per share.
• Sold 11,089 shares of common stock at a price of $121.49 per share.
• These transactions were executed pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 9, 2024.
• Following the acquisition, direct beneficial ownership of common stock was 37,396 shares.
• After the subsequent disposition, direct beneficial ownership of common stock was 26,307 shares.
• The stock options were fully vested and exercisable on November 7, 2022, with 25% vesting on November 7, 2019, and the remainder vesting monthly over the following 36 months.
• The expiration date for the non-qualified stock option was November 7, 2028.

Sentiment

Score: 6

Explanation: The transaction represents a routine exercise of stock options and subsequent sale of shares by an executive under a pre-arranged 10b5-1 plan, indicating a planned liquidity event rather than a reaction to new information. The executive realized a significant profit from the option exercise, which is positive for the individual, while the impact on the company's sentiment is neutral as it's a standard compensation-related event.

Positives

• The executive realized a significant profit from exercising options at $41.49 per share and selling shares at $121.49 per share.
• The transaction was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned liquidity event rather than a reaction to new, non-public information.

Negatives

• The executive's direct beneficial ownership of common stock decreased by 11,089 shares following the transactions, from 37,396 to 26,307 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing reports a routine insider transaction by an executive, which is common across all industries as part of executive compensation and liquidity planning. It does not provide specific insights into broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: The transaction represents a routine insider sale under a 10b5-1 plan, which typically has minimal impact on share price or company valuation. The net reduction in the executive's direct holdings is a factual outcome of the transaction.
• Executive: The reporting person realized a substantial profit from the exercise and sale of shares, fulfilling a planned liquidity event.

Key Dates

Recommendation

The filing details a pre-planned insider transaction (exercise of stock options and subsequent sale of shares) by an executive. Such transactions, especially when conducted under a Rule 10b5-1 plan, are generally considered routine liquidity events for executives and do not typically signal a change in the company's fundamental outlook or warrant a shift in investment recommendation. The executive realized a substantial profit from the option exercise.

Keywords

Cirrus Logic, CRUS, Form 4, Insider Transaction, Stock Option Exercise, Share Sale, 10b5-1 Plan, Executive Compensation