Denise Grode - 06 Apr 2025 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
EVP, CHRO
Signature
By: Gregory Scott Thomas For: Denise Grode
Issuer symbol
CRUS
Transactions as of
06 Apr 2025
Net transactions value
-$156,472
Form type
4
Filing time
08 Apr 2025, 16:22:13 UTC
Previous filing
10 Feb 2025
Next filing
02 Sep 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Options Exercise $0 +4,629 +105% $0.000000 9,039 06 Apr 2025 Direct F1
transaction CRUS Common Stock Tax liability $93,883 -1,128 -12% $83.23 7,911 06 Apr 2025 Direct F2
transaction CRUS Common Stock Options Exercise $0 +2,949 +37% $0.000000 10,860 06 Apr 2025 Direct
transaction CRUS Common Stock Tax liability $62,589 -752 -6.9% $83.23 10,108 06 Apr 2025 Direct F2

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 -2,572 -29% $0.000000 6,223 06 Apr 2025 Common Stock 2,572 Direct F3, F4
transaction CRUS Restricted Stock Units Options Exercise $0 -2,949 -24% $0.000000 9,558 06 Apr 2025 Common Stock 2,949 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 April 6, 2022, and ending April 6, 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. Mrs. Grode's target number of PBRSUs was 2,572, and Cirrus Logic's TSR for the three-year period resulted in a 180% payout percentage. Therefore, 4,629 shares of common stock vested.
F2 No shares were sold; these shares were withheld to satisfy tax withholding requirements.
F3 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 April 6, 2022, and ending on April 6, 2025. The number of shares reported here represents the target amount. On April 6, 2025, 180% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations.
F4 Expiration Date of 04/6/25.
F5 Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on April 6, 2025, and the Company withheld sufficient shares for payment of required tax withholdings.