02/06/2026 | Press release | Distributed by Public on 02/06/2026 17:40
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Shares | (3) | 02/06/2026 | M | 15,239(3) | 02/06/2026 | 02/06/2026 | Common Stock | 15,239 | $ 0 | 31,722 | D | ||||
| Restricted Stock Units | (5) | 02/06/2026 | M | 21,166 | 02/06/2026 | 02/06/2026 | Common Stock | 21,166 | $ 0 | 50,567 | D | ||||
| Restricted Stock Units | (6) | 02/05/2026 | A | 25,696 | (7) | (7) | Common Stock | 25,696 | $ 0 | 76,263 | D | ||||
| Performance Shares | (8) | 02/05/2026 | A | 25,409 | (8) | (8) | Common Stock | 25,409 | $ 0 | 57,131 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Forsyth John 800 WEST 6TH STREET AUSTIN, TX 78701 |
X | CEO | ||
| By: Gregory Scott Thomas attorney-in-fact For: John Forsyth | 02/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 29, 2025. |
| (2) | 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. |
| (3) | 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. |
| (4) | No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| (5) | 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. |
| (6) | Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock. |
| (7) | 100% of the restricted stock units will vest on February 5, 2029, the 3-year anniversary of the grant date. |
| (8) | 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. |
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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. |
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