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CIRRUS LOGIC, INC. Director's Dealing 2025

Mar 4, 2025

30880_dirs_2025-03-04_4bdce8d8-1b1f-4777-a82c-06025498049a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIRRUS LOGIC, INC. (CRUS)
CIK: 0000772406
Period of Report: 2025-03-02

Reporting Person: Brannan Andrew (EVP, Worldwide Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-03-02 Common Stock M 3824 Acquired 7354 Direct
2025-03-02 Common Stock F 1912 $104.21 Disposed 5442 Direct
2025-03-02 Common Stock M 2841 Acquired 8283 Direct
2025-03-02 Common Stock F 1421 $104.21 Disposed 6862 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-03-02 Performance Shares $ M 2290 Disposed Common Stock (2290) Direct
2025-03-02 Restricted Stock Units $ M 2841 Disposed Common Stock (2841) Direct

Footnotes

F1: 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. Brannan's target number of PBRSUs was 2,290, and Cirrus Logic's TSR for the three-year period resulted in a 167% payout percentage. Therefore, 3,824 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 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.

F4: Expiration Date of 03/2/25.

F5: 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.