Form 4: Cirrus Logic Executive Reports Stock Transactions

Justin E. Dougherty, EVP of Global Operations at Cirrus Logic, Inc., reported transactions involving the vesting of performance shares and the sale of common stock.

Summary

• Justin E. Dougherty, EVP, Global Operations at Cirrus Logic, Inc., reported a Form 4 filing detailing stock transactions on May 21, 2026.
• 1,080 shares of common stock vested as performance-based restricted stock units (PSUs). These PSUs were part of a three-year performance period (FY2026-FY2028), with the vesting amount determined by performance metrics and a 72.5% payout percentage for fiscal year 2026.
• Shares were withheld to cover tax obligations related to the vesting of PSUs.
• 419 shares were disposed of at a weighted average price of $166.62, with these shares withheld for tax purposes.
• 2,000 shares were sold at a weighted average price of $166.50, with individual sale prices ranging from $166.50 to $166.53.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents routine executive stock transactions related to compensation and tax obligations rather than significant strategic shifts or performance deviations.

Positives

• Vesting of 1,080 performance-based restricted stock units (PSUs) indicates achievement of performance metrics for fiscal year 2026.
• The company withheld shares for tax obligations, suggesting a compliant and orderly process for managing executive compensation taxes.

Negatives

• Sale of 2,000 shares by a key executive could be interpreted as a reduction in direct ownership, though it may be for personal financial planning.
• The disposal of 419 shares for tax withholding, while standard, represents a reduction in the executive's holdings.

Risks

• The performance metrics for the PSUs are tied to a three-fiscal-year period (FY2026-FY2028), and future performance may not meet expectations, impacting future vesting.
• The sale of a significant number of shares by an executive could be perceived negatively by the market if not accompanied by clear communication or context.

Future Outlook

The performance-based restricted stock units (PSUs) are subject to performance metrics over a three-fiscal-year period beginning with fiscal year 2026 and ending at the conclusion of fiscal year 2028. The payout percentage for fiscal year 2026 was 72.5%, indicating a partial achievement of the performance goals for that year.

Management Comments

• The number of performance-based restricted stock units (PSUs) that vested was determined based on pre-established performance metrics, as approved by the Company's Compensation Committee, over the first fiscal year of a three-fiscal-year performance period beginning with fiscal year 2026 and ending at the conclusion of fiscal year 2028.
• A payout percentage was determined based on the level of performance achieved and then multiplied by the annual baseline allocation of PSUs for this tranche.
• Mr. Dougherty's annual baseline allocation of PSUs was 1,490, and the payout percentage for fiscal year 2026 was 72.5%.
• The Company withheld sufficient shares for payment of required tax obligations.
• No shares were sold; these shares were withheld to satisfy tax withholding requirements.
• The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.50 to $166.53.
• 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.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine for executives and directors in the semiconductor industry, reflecting standard compensation practices involving equity awards and subsequent sales for diversification or personal liquidity. The specific details of PSU vesting and stock sales provide insight into executive confidence and compensation realization within Cirrus Logic.

Stakeholder Impact

• Shareholders: The sale of shares by an executive could be perceived as a negative signal, although the context of tax withholding and performance-based vesting mitigates this concern.
• Employees: The vesting of PSUs reflects the company's performance and its ability to reward key personnel, which can impact morale.
• Management: The transactions are part of standard executive compensation and financial planning.

Next Steps

• The performance of the PSUs will continue to be evaluated over fiscal years 2027 and 2028.
• The reporting person may engage in further transactions related to their equity holdings in Cirrus Logic.

Key Dates

Keywords

Form 4, Cirrus Logic, CRUS, Justin E. Dougherty, Stock Transaction, Performance Shares, Restricted Stock Units, PSUs, Vesting, Stock Sale, Insider Trading, SEC Filing, Executive Compensation