Form 4: Cirrus Logic Executive Sells Shares for Tax Withholding

Cirrus Logic EVP, General Counsel Thomas Scott reported a transaction involving the withholding of shares to cover tax obligations and the vesting of performance stock units.

Summary

• Thomas Scott, EVP, General Counsel of Cirrus Logic, Inc., reported a transaction on May 21, 2026.
• 1,080 shares of common stock vested as performance stock units (PSUs) based on performance metrics over the first fiscal year of a three-year period (FY2026-FY2028).
• The payout percentage for FY2026 was 72.5% of Mr. Scott's annual baseline allocation of 1,490 PSUs.
• 425 shares were withheld to satisfy tax withholding requirements, with no shares actually sold.
• Following these transactions, Mr. Scott beneficially owns 31,048 shares of common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it details routine executive compensation events and tax management rather than significant strategic shifts or financial performance indicators.

Positives

• Vesting of performance stock units indicates achievement of pre-established performance metrics.
• The company is managing tax obligations efficiently by withholding shares rather than requiring cash payment from the executive.

Negatives

• A portion of vested shares were withheld for tax purposes, reducing the net shares received by the executive.
• The payout percentage for the performance stock units was below the maximum potential, indicating performance was not at the highest level.

Future Outlook

The vesting of performance stock units is tied to a three-fiscal-year performance period (FY2026-FY2028), suggesting ongoing performance evaluation for future payouts.

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. Thomas'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.

Industry Context

StockSavvy.ai notes that insider transactions, particularly Form 4 filings related to executive compensation and tax management, are common in the semiconductor industry. The structure of performance stock units tied to multi-year metrics is a standard practice for aligning executive incentives with long-term company performance.

Stakeholder Impact

• Shareholders: The transaction does not directly impact the number of outstanding shares or the company's financial position, but it reflects the ongoing compensation structure for key executives.
• Employees: The performance metrics tied to the PSUs may indirectly influence employee focus and motivation.
• Executive Management: Mr. Scott's compensation is directly affected by the vesting and tax implications of the PSUs.

Next Steps

• Continued monitoring of performance metrics for the remaining two fiscal years of the PSU performance period (FY2027-FY2028).
• Future Form 4 filings will indicate any further transactions by Mr. Scott.

Key Dates

Keywords

Form 4, Insider Transaction, Cirrus Logic, CRUS, Performance Stock Units, PSUs, Vesting, Tax Withholding, Executive Compensation