Form 4: Cirrus Logic Executive Sells Shares Under 10b5-1 Plan

Jeffrey W. Baumgartner, EVP of R&D at Cirrus Logic, Inc., executed a Rule 10b5-1 plan, resulting in the sale of common stock and the exercise of stock options.

Summary

• Jeffrey W. Baumgartner, Executive Vice President of Research & Development at Cirrus Logic, Inc., reported transactions on June 2, 2026.
• These transactions were conducted under a Rule 10b5-1 trading plan adopted on February 27, 2026.
• Baumgartner acquired 3,907 shares of common stock at a weighted average price of $41.49 per share.
• He also disposed of 3,907 shares of common stock at a weighted average price of $168.54 per share, with individual sale prices ranging from $165.27 to $170.66.
• Following these transactions, Baumgartner beneficially owns 17,575 shares of common stock directly.
• Additionally, Baumgartner exercised incentive and non-qualified stock options to acquire 804 and 3,103 shares of common stock, respectively, at an exercise price of $41.49 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. While the executive is realizing gains, the execution under a 10b5-1 plan mitigates negative sentiment, but the sale of shares by a key executive can still be perceived cautiously by the market.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 plan, indicating a structured and pre-determined approach to stock sales, which can mitigate insider trading concerns.
• The exercise of stock options suggests that the executive is realizing value from previously granted compensation, potentially indicating a belief in the company's past performance that led to option grants.
• The weighted average sale price of $168.54 per share is significantly higher than the exercise price of $41.49 for the stock options, indicating a profitable outcome for the executive on those options.

Negatives

• The disposal of a significant number of shares (3,907) by a key executive could be interpreted negatively by the market, potentially signaling a lack of confidence in future price appreciation, despite being executed under a 10b5-1 plan.
• The sale of shares at prices ranging from $165.27 to $170.66, while profitable on the options, represents a divestment of equity by management.

Risks

• The primary risk is the market's perception of insider selling, even if conducted under a Rule 10b5-1 plan, which could negatively impact investor sentiment and the stock price.
• The company's reliance on specific product cycles or market demand for its semiconductor solutions could pose a risk to future revenue and profitability, indirectly affecting the value of executive stock options and holdings.

Future Outlook

The filing itself does not contain forward-looking statements or guidance regarding the company's future financial performance. It solely reports on past transactions by an executive.

Management Comments

• The transactions were made pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 27, 2026.
• The shares were sold in multiple transactions at prices ranging from $165.27 to $170.66.
• 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.
• Only vested shares can be exercised under this option.

Industry Context

StockSavvy.ai notes that Form 4 filings reporting stock option exercises and sales by executives are common in the semiconductor industry. Such filings often reflect executives diversifying their holdings or realizing gains from long-term incentive plans, especially when executed under pre-established 10b5-1 plans to avoid the appearance of trading on material non-public information.

Stakeholder Impact

• Shareholders: May interpret the executive's stock sale as a signal, potentially impacting short-term trading sentiment, although the 10b5-1 plan provides a degree of reassurance.
• Employees: The executive's realization of gains from stock options could be seen as a positive outcome of their work, but the sale of shares might not directly impact employee sentiment unless it signals broader company concerns.
• Management: The transactions reflect standard executive compensation practices and the use of established trading plans.

Next Steps

• The reporting person may provide further detailed information on individual sale prices upon request from security holders or the SEC staff.

Key Dates

Keywords

Cirrus Logic, CRUS, Form 4, Insider Trading, Stock Options, Rule 10b5-1, Securities Transaction, Executive Compensation, Beneficial Ownership, Stock Sale