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Filing Details

Accession Number:: 0001273902-25-000027
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-03-04 18:37:46
Reporting Period:: 2025-03-02

Filing Date:: 2025-03-04
Accepted Time:: 2025-03-04 18:37:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
772406	Cirrus Logic Inc.	CRUS	Semiconductors & Related Devices (3674)	770024818

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1273902	Scott Thomas	800 West 6Th Street Austin TX 78701	Evp, General Counsel	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2025-03-02	4,079	$0.00	28,054	No	4	M	Direct
Common Stock	Disposition	2025-03-02	1,039	$104.21	27,015	No	4	F	Direct
Common Stock	Acquisiton	2025-03-02	3,031	$0.00	30,046	No	4	M	Direct
Common Stock	Disposition	2025-03-02	739	$104.21	29,307	No	4	F	Direct
Common Stock	Disposition	2025-03-03	3,000	$103.76	26,307	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Shares	Disposition	2025-03-02	2,443	$0.00	2,443	$0.00
Common Stock	Restricted Stock Units	Disposition	2025-03-02	3,031	$0.00	3,031	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,191	2025-03-02		No	4	M	Direct
11,058	2025-03-02		No	4	M	Direct

Footnotes

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.
No shares were sold; these shares were withheld to satisfy tax withholding requirements.
This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 9, 2024.
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.
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.
Expiration Date of 03/2/25.
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.