SCOTT THOMAS - 02 Mar 2025 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
EVP, General Counsel
Signature
Gregory Scott Thomas
Issuer symbol
CRUS
Transactions as of
02 Mar 2025
Net transactions value
-$496,565
Form type
4
Filing time
04 Mar 2025, 18:37:46 UTC
Previous filing
10 Feb 2025
Next filing
18 Sep 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Options Exercise $0 +4,079 +17% $0.000000 28,054 02 Mar 2025 Direct F1
transaction CRUS Common Stock Tax liability $108,274 -1,039 -3.7% $104.21 27,015 02 Mar 2025 Direct F2
transaction CRUS Common Stock Options Exercise $0 +3,031 +11% $0.000000 30,046 02 Mar 2025 Direct
transaction CRUS Common Stock Tax liability $77,011 -739 -2.5% $104.21 29,307 02 Mar 2025 Direct F2
transaction CRUS Common Stock Sale $311,280 -3,000 -10% $103.76 26,307 03 Mar 2025 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRUS Performance Shares Options Exercise $0 -2,443 -25% $0.000000 7,191 02 Mar 2025 Common Stock 2,443 Direct F5, F6
transaction CRUS Restricted Stock Units Options Exercise $0 -3,031 -22% $0.000000 11,058 02 Mar 2025 Common Stock 3,031 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning March 2, 2022, and ending March 2, 2025, A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of PBRSUs. Mr. Thomas's target number of PBRSUs was 2,443, and Cirrus Logic's TSR for the three-year period resulted in a 167% payout percentage. Therefore, 4,079 shares of common stock vested.
F2 No shares were sold; these shares were withheld to satisfy tax withholding requirements.
F3 This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 9, 2024.
F4 The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.92 to $104.51. 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.
F5 Each Performance-based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the PBRSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Human Resources Committee, over a three-year performance period beginning on March 2, 2022, and ending on March 2, 2025. The number of shares reported here represents the target amount. On March 2, 2025, 167% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations.
F6 Expiration Date of 03/2/25.
F7 Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on March 2, 2025, and the Company withheld sufficient shares for payment of required tax withholdings.