CIRRUS LOGIC, INC. — Director's Dealing 2023

Feb 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIRRUS LOGIC, INC. (CRUS)
CIK: 0000772406
Period of Report: 2023-02-06

Reporting Person: Dougherty Justin E (SVP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-07	Common Stock	M	8043	$68.56	Acquired	25493	Direct
2023-02-07	Common Stock	S	8043	$103.50	Disposed	17450	Direct
2023-02-07	Common Stock	S	8170	$103.84	Disposed	9280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-06	Incentive Stock Option (right to buy)	$102.37	A	1573	Acquired	2033-02-06	Common Stock (1573.0)	Direct
2023-02-06	Non-Qualified Stock Option (right to buy)	$102.37	A	5436	Acquired	2033-02-06	Common Stock (5436.0)	Direct
2023-02-06	Performance Shares	$	A	2169	Acquired		Common Stock (2169.0)	Direct
2023-02-06	Restricted Stock Units	$	A	3012	Acquired		Common Stock (3012.0)	Direct
2023-02-07	Incentive Stock Option (right to buy)	$68.56	M	4638	Disposed	2029-11-06	Common Stock (4638.0)	Direct
2023-02-07	Non-Qualified Stock Option (right to buy)	$68.56	M	3405	Disposed	2029-11-06	Common Stock (3405.0)	Direct

Footnotes

F1: The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.92 to $103.83. 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.

F2: Only vested shares can be exercised under this option. 25% of the shares will vest annually so that the option will be fully vested and exercisable on 2/6/27.

F3: Each Performance-based Restricted Stock Unit (PBRSU) 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 PBRSUs 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 6, 2023, and ending on February 6, 2026.

F4: Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.

F5: 100% of the restricted stock units will vest on 2/6/26, the 3-year anniversary of the grant date.

F6: Only vested shares can be exercised under this option. 25% of the shares vested on 11/6/20; the remaining shares will vest monthly over the following 36 months so that the option will be fully vested and exercisable on 11/6/23.