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

Cirrus Logic EVP, General Counsel Thomas Scott sold company stock valued at approximately $1.6 million as part of a pre-arranged trading plan.

Summary

• Thomas Scott, EVP, General Counsel of Cirrus Logic, Inc., executed a series of transactions on April 9, 2026.
• These transactions involved the acquisition of 9,942 shares of common stock at an average price of $68.56 per share.
• Concurrently, 9,942 shares of common stock were disposed of at a weighted average price of $160.11 per share, with individual sales ranging from $160.00 to $160.30.
• The acquisition was made pursuant to a Non-Qualified Stock Option with an exercise price of $68.56.
• The sale was conducted under a Rule 10b5-1 trading plan adopted on November 14, 2025, which is designed to satisfy affirmative defense conditions for insider trading.
• Following these transactions, Mr. Scott beneficially owns 30,393 shares of common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While the executive is selling shares, the transaction was conducted under a pre-arranged Rule 10b5-1 plan, mitigating concerns about insider trading and indicating a planned diversification rather than a reaction to negative company news.

Positives

• The transactions were executed under a Rule 10b5-1 plan, indicating adherence to pre-determined trading strategies and compliance with insider trading regulations.
• The sale occurred at a significantly higher price ($160.11 average) than the exercise price of the stock option ($68.56), suggesting a profitable outcome for the executive on the exercised options.

Negatives

• A significant number of shares were sold by a key executive, which could be perceived negatively by the market, although it was pre-planned.
• The sale represents a reduction in the executive's direct beneficial ownership of the company's stock.

Risks

• While the Rule 10b5-1 plan mitigates insider trading concerns, the market may still interpret the sale of a large number of shares by an executive as a bearish signal.
• The weighted average sale price indicates a range of prices, and the company will provide specific details of each transaction upon request, which could lead to minor variations in reported figures.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, as it solely reports on past transactions.

Management Comments

• 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 detailing executive stock option exercises and sales are common in the semiconductor industry. The use of Rule 10b5-1 plans is a standard practice for executives to diversify their holdings while adhering to regulatory requirements, especially during periods of stock price appreciation.

Stakeholder Impact

• Shareholders: The sale by an executive might be perceived as a negative signal, but the pre-planned nature under Rule 10b5-1 mitigates this concern. The sale at a higher price than the option exercise price is a positive outcome for the executive.
• Employees: The transaction does not directly impact employees, but the executive's stock ownership changes could indirectly influence morale depending on market perception.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The reporting person may continue to execute trades under the established Rule 10b5-1 plan.
• The company will provide detailed transaction information upon request from security holders or the SEC staff.

Key Dates

Keywords

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