Form 4: Cirrus Logic Executive Reports Stock Vesting and Tax Withholding

Cirrus Logic EVP Jeffrey Baumgartner reports on the vesting of performance shares and subsequent withholding for tax obligations.

Summary

• Jeffrey W. Baumgartner, EVP of R&D at Cirrus Logic, Inc., filed a Form 4 detailing 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-fiscal-year performance period (FY2026-FY2028), with the vesting determined by performance metrics approved by the Compensation Committee.
• The payout percentage for fiscal year 2026 was 72.5% of the annual baseline allocation of 1,490 PSUs.
• Shares were withheld to cover required tax obligations, amounting to 419 shares disposed of at a price of $166.62 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it reports on routine executive compensation events (vesting and tax withholding) rather than significant strategic or financial performance updates.

Positives

• Performance-based restricted stock units vested, indicating achievement of pre-established performance metrics.
• The vesting of 1,080 shares suggests positive performance in the first fiscal year of a three-year performance period.

Negatives

• A portion of the vested shares (419) were withheld to satisfy tax obligations, reducing the net shares received by the executive.

Risks

• The performance metrics for the PSUs are tied to a three-fiscal-year period, and future performance is not guaranteed.
• Tax withholding requirements can reduce the immediate benefit of vested equity awards.

Future Outlook

The performance period for the PSUs extends through fiscal year 2028, with future vesting dependent on continued achievement of performance metrics.

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. Baumgartner'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.

Industry Context

StockSavvy.ai notes that the use of performance-based restricted stock units (PSUs) is a common executive compensation practice in the semiconductor industry, aligning executive incentives with company performance over multi-year periods.

Stakeholder Impact

• Shareholders: The vesting of PSUs and subsequent tax withholding are standard compensation practices and do not directly impact share count or immediate dilution beyond what is already accounted for in compensation plans.

Next Steps

• Continued monitoring of Cirrus Logic's performance against the remaining two fiscal years of the PSU performance period (FY2027 and FY2028).

Key Dates

Keywords

Form 4, Cirrus Logic, CRUS, Stock Vesting, Performance Shares, PSUs, Restricted Stock Units, Tax Withholding, Executive Compensation, SEC Filing