Form 4: Cirrus Logic Executive Scott Thomas Reports Stock Transactions

EVP and General Counsel Scott Thomas reports transactions involving Cirrus Logic stock, including vesting of performance-based RSUs and restricted stock units, as well as a sale of shares under a 10b5-1 plan.

Summary

• Scott Thomas, EVP and General Counsel of Cirrus Logic, reported transactions involving the company's stock on March 2 and March 3, 2025.
• These transactions include the vesting of performance-based restricted stock units (PBRSUs) and restricted stock units (RSUs).
• 4,079 shares vested from PBRSUs due to a 167% payout percentage based on Cirrus Logic's total shareholder return (TSR) relative to the Philadelphia Semiconductor Index over a three-year period.
• 3,031 shares vested from restricted stock units.
• 1,039 and 739 shares were withheld to satisfy tax withholding requirements related to the vesting of PBRSUs and RSUs, respectively.
• Thomas sold 3,000 shares at a weighted average price of $103.76 per share on March 3, 2025, under a pre-arranged Rule 10b5-1 trading plan.
• Following these transactions, Thomas directly owns 26,307 shares of Cirrus Logic common stock, 7,191 performance shares, and 11,058 restricted stock units.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing detailing stock transactions, with no inherent positive or negative sentiment. It reflects routine executive compensation and trading activity.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, providing transparency to investors regarding the trading activities of company executives. It is common for executives to have pre-arranged trading plans like the 10b5-1 plan to avoid accusations of insider trading.

Comparison to Industry Standards

• Form 4 filings are standard practice for executives at publicly traded companies like Cirrus Logic, ensuring compliance with SEC regulations.
• The use of 10b5-1 trading plans is a common strategy among corporate insiders to manage their stock holdings while avoiding potential insider trading concerns, similar to practices seen at companies like Texas Instruments and Analog Devices.
• The vesting of performance-based RSUs tied to TSR relative to the Philadelphia Semiconductor Index is a compensation structure used by many semiconductor companies to align executive incentives with shareholder value, comparable to compensation plans at Qualcomm and Broadcom.

Stakeholder Impact

• The transactions provide transparency to shareholders regarding executive stock ownership and trading activity.
• The use of a 10b5-1 plan ensures fair trading practices and avoids potential conflicts of interest.

Key Dates