John Forsyth - 04 Feb 2026 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
CEO, Director
Signature
By: Gregory Scott Thomas attorney-in-fact For: John Forsyth
Issuer symbol
CRUS
Transactions as of
04 Feb 2026
Net transactions value
-$4,959,279
Form type
4
Filing time
06 Feb 2026, 18:39:42 UTC
Previous filing
07 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Forsyth John CEO, Director 800 WEST 6TH STREET, AUSTIN By: Gregory Scott Thomas attorney-in-fact For: John Forsyth 06 Feb 2026 0001778872

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Sale $2,947,081 -21,806 -30% $135.15 50,723 04 Feb 2026 Direct F1, F2
transaction CRUS Common Stock Options Exercise $0 +17,220 +34% $0.000000 67,943 06 Feb 2026 Direct F3
transaction CRUS Common Stock Tax liability $967,620 -6,777 -10% $142.78 61,166 06 Feb 2026 Direct F4
transaction CRUS Common Stock Options Exercise $0 +21,166 +35% $0.000000 82,332 06 Feb 2026 Direct
transaction CRUS Common Stock Tax liability $1,044,578 -7,316 -8.9% $142.78 75,016 06 Feb 2026 Direct 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 -15,239 -32% $0.000000 31,722 06 Feb 2026 Common Stock 15,239 Direct F3
transaction CRUS Restricted Stock Units Options Exercise $0 -21,166 -30% $0.000000 50,567 06 Feb 2026 Common Stock 21,166 Direct F5
transaction CRUS Restricted Stock Units Award $0 +25,696 +51% $0.000000 76,263 05 Feb 2026 Common Stock 25,696 Direct F6, F7
transaction CRUS Performance Shares Award $0 +25,409 +80% $0.000000 57,131 05 Feb 2026 Common Stock 25,409 Direct F8
* 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 This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 29, 2025.
F2 The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.05 to $143.95. 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.
F3 The number of performance-based restricted stock units that we refer to as Market Stock Units (MSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning February 6, 2023, and ending February 6, 2026. 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 MSUs. Mr. Forsyth's target number of MSUs was 15,239 (which is shown in Table II), and Cirrus Logic's TSR for the three-year period resulted in a 113% payout percentage. Therefore, 17,220 shares of common stock vested (which is shown in Table I), and the Company withheld sufficient shares for payment of required tax obligations.
F4 No shares were sold; these shares were withheld to satisfy tax withholding requirements.
F5 Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on February 6, 2026, and the Company withheld sufficient shares for payment of required tax withholdings.
F6 Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
F7 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date.
F8 Each of these MSUs represents 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 MSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on February 5, 2026, and ending on February 5, 2029. The MSU performance metrics involve total shareholder return (TSR) relative to the component companies of the Russell 3000 index.

Remarks:

After the transactions reported on this Form 4, Mr. Forsyth increased his beneficial ownership to 220,030 shares, which includes 145,014 shares issuable upon exercise of vested stock options held by Mr. Forsyth and 75,016 shares held directly.