Cirrus Logic Executive Vice President Executes Stock Sale Under Planned Trading Agreement

Details of the Stock Disposition Transaction

The disclosure filed on July 21, 2026, documents a routine equity transaction involving a senior member of Cirrus Logic's leadership team. Jeffrey W. Baumgartner, who holds the title of Executive Vice President of Research and Development at the Austin, Texas-based semiconductor company, disposed of 1,166 shares of common stock. The transaction executed on July 20, 2026, at a price of $138.57 per share, representing a direct sale of shares held in his own name rather than through an intermediary vehicle.

This particular sale was conducted pursuant to a pre-established trading arrangement, which represents standard practice for corporate insiders seeking to maintain transparent, predictable trading schedules while avoiding potential conflicts with securities regulations. The planned nature of the transaction distinguishes routine insider sales from opportunistic trades that might otherwise raise compliance concerns among regulators and market observers.

Rule 10b5-1 Trading Plan Framework and Adoption Timeline

The sale was executed under the terms of a Rule 10b5-1 trading plan that Baumgartner established on February 27, 2026. This regulatory framework, codified in Securities and Exchange Commission regulations, permits corporate officers and other insiders to establish predetermined trading schedules during periods when they possess material non-public information or when trading blackout periods might otherwise restrict their ability to execute transactions. By establishing such a plan in advance, insiders can demonstrate good faith intent to comply with securities laws while executing sales on a fixed timeline.

The Rule 10b5-1 mechanism operates as an affirmative defense under federal securities law, providing legal protection for transactions executed according to the plan's terms provided the plan was adopted in good faith and the trades occur in accordance with documented parameters. For investors and market observers, the existence of such a plan typically signals that the insider transaction reflects a pre-planned financial strategy rather than a response to undisclosed company developments.

Baumgartner's Continued Ownership Position and Company Affiliation

Following the completion of the 1,166-share sale, Baumgartner maintained beneficial ownership of 15,239 shares of Cirrus Logic common stock held directly. This continued substantial shareholding indicates ongoing alignment between the executive and the company, as senior management typically retains meaningful equity stakes to ensure their interests remain connected to shareholder value creation. The retention of approximately 15,000 shares represents a significant personal financial commitment to the company's performance.

Baumgartner's position as Executive Vice President of Research and Development places him at a senior level within Cirrus Logic's organizational structure, making him responsible for the company's technical innovation and product development initiatives. Cirrus Logic operates as a semiconductor design and manufacturing company, serving markets including mobile audio, voice user interfaces, and professional audio applications. His continued equity ownership alongside his operational responsibilities underscores the interconnected nature of executive compensation and company performance in the semiconductor industry.

Cirrus Logic's Market Position in Semiconductor Design and Audio Solutions

Cirrus Logic, Inc. develops and designs analog and mixed-signal integrated circuits for consumer and professional audio markets, as well as voice and music user interface applications. The company's semiconductor products are integrated into smartphones, tablets, personal computers, gaming devices, and professional audio equipment. As a fabless semiconductor company, Cirrus Logic focuses on design and intellectual property development while outsourcing manufacturing operations, a business model common among semiconductor innovators seeking to maintain flexibility and manage capital intensity.

The audio and voice interface markets served by Cirrus Logic represent important niches within the broader semiconductor industry, driven by consumer demand for high-quality audio, noise cancellation, and voice-activated features in consumer electronics. Research and development activities, overseen by executives like Baumgartner, remain critical to the company's ability to differentiate its products and maintain competitive advantage in these specialized markets. The company's success depends on continuous innovation in analog signal processing, system-on-chip integration, and software algorithms supporting audio and voice functionality.

Regulatory Framework Governing Insider Trading and Disclosure Requirements

Form 4 filings, mandated under Section 16 of the Securities Exchange Act of 1934, require corporate officers, directors, and significant shareholders to report changes in their beneficial ownership of company securities. These disclosures serve as a mechanism through which the securities market gains transparency regarding insider trading activity, helping investors and regulators monitor whether insiders are buying, selling, or maintaining their equity stakes. The filing requirement applies to persons with access to material non-public information or those in positions to influence corporate policy.

The immediate reporting obligation—typically requiring disclosure within two business days of the transaction—ensures that the market has current information about insider activity. While routine insider sales under predetermined plans like Baumgartner's transaction do not generally signal negative company developments, the aggregate pattern of insider buying and selling can provide signals to market observers regarding insider sentiment about future company performance. Investors frequently monitor Form 4 filings to track whether senior management is increasing or reducing their equity positions.

Technical Execution and Signature Authority in the Transaction

The Form 4 disclosure was signed by Gregory Scott Thomas, identified as attorney-in-fact for Baumgartner, on July 21, 2026. This signature arrangement reflects a common practice where senior executives delegate authority to legal representatives to execute and file required securities disclosures on their behalf. The attorney-in-fact designation provides legal authorization for the representative to act in the insider's name for specific administrative and compliance matters, streamlining the filing process while maintaining accountability and accuracy.

The attestation by the attorney-in-fact confirms that the information contained in the filing accurately reflects the transaction details, including the transaction date, number of shares, execution price, and the resulting beneficial ownership position. This verification step protects both the insider and the company from potential regulatory violations stemming from inaccurate or incomplete disclosure. The signature and date establish the official filing date and complete the regulatory requirement for transparency in insider transactions.

Beneficial Ownership Structure and Direct Holdings

The disclosure identifies Baumgartner's 15,239 shares as held in direct beneficial ownership form, meaning he holds title to the securities directly rather than through a trust, corporation, or other intermediary entity. Direct ownership represents the simplest and most transparent form of equity holding for corporate insiders, eliminating questions about the nature of the beneficial interest or potential conflicts regarding control and voting rights. The direct ownership designation provides clarity to investors regarding the extent to which this executive has a personal financial stake in the company.

The distinction between direct and indirect beneficial ownership carries significance in securities law, as indirect ownership may involve complications regarding voting authority, investment control, and conflict-of-interest analysis. By maintaining direct ownership of his remaining shares, Baumgartner exercises full voting authority and retains complete control over these securities, free from any intermediary restrictions or arrangements. This straightforward ownership structure aligns with best practices in corporate governance and insider equity management.

Market Context and Transaction Valuation

The sale executed at $138.57 per share reflects the market price at which Cirrus Logic common stock traded on July 20, 2026. This execution price, established through the Rule 10b5-1 plan's predetermined parameters, represents the fair market value determined by supply and demand dynamics in the securities market at the time of execution. The transaction valued the 1,166 shares at approximately $161,401 in gross proceeds, before any applicable fees or tax withholdings.

The price at which the transaction executed provides market participants with a data point regarding the valuation at which company insiders were willing to reduce their positions. However, a single insider sale transaction should not be interpreted as a broad signal about management sentiment, as predetermined trading plans operate on fixed schedules independent of short-term market movements or company developments. The sale represents a pre-planned financial decision made months in advance when the trading plan was established.

Absence of Additional Derivative Security Transactions

The disclosure indicates no activity in derivative securities such as stock options, warrants, or other equity instruments convertible into company shares. The Form 4 includes a section for reporting derivative securities acquired, disposed of, or beneficially owned, but the table remains empty, signifying that Baumgartner's transaction involved only direct common stock sales with no corresponding option exercises, warrant conversions, or other derivative instrument activity. This straightforward equity transaction involves no complex financial instruments or option arrangements requiring separate disclosure analysis.

The absence of derivative activity simplifies the transaction profile and indicates that Baumgartner's equity compensation structure at the time of the transaction relied on direct common stock ownership or other non-derivative forms of equity participation. Many semiconductor companies utilize a combination of base salary, cash bonuses, and equity grants to compensate senior executives, with option pools typically reserved for broader employee incentive programs rather than concentrated executive holdings.