Cirrus Logic EVP Jeffrey Baumgartner Sells 1,166 Shares Under February 2026 Rule 10b5-1 Plan

Transaction Details of Baumgartner's Stock Sale

The Form 4 filing dated July 21, 2026, reports a routine equity sale by Jeffrey W. Baumgartner, the Executive Vice President of Research and Development at Cirrus Logic, a semiconductor firm headquartered in Austin, Texas. Baumgartner sold 1,166 shares of common stock on July 20, 2026, at $138.57 per share, directly from his personal holdings.

This sale was carried out pursuant to a pre-established Rule 10b5-1 trading plan, a common practice among corporate insiders to ensure transparency and compliance with securities regulations by adhering to scheduled trades rather than opportunistic transactions.

Overview of the Rule 10b5-1 Trading Plan and Adoption Date

The transaction was conducted under a Rule 10b5-1 plan Baumgartner adopted on February 27, 2026. This SEC-regulated framework permits insiders to set predetermined trading schedules, even during blackout periods or when in possession of material non-public information, thereby providing an affirmative defense against insider trading allegations.

Such plans demonstrate good faith compliance with securities laws and reassure investors that trades are pre-planned rather than reactive to undisclosed company developments.

Baumgartner's Remaining Equity and Role at Cirrus Logic

Following the sale, Baumgartner retains beneficial ownership of 15,239 shares of Cirrus Logic stock, signaling continued alignment with shareholder interests. As Executive Vice President of Research and Development, he oversees the company’s technical innovation and product development efforts in the semiconductor sector.

Cirrus Logic specializes in semiconductor design and manufacturing, focusing on markets such as mobile audio, voice user interfaces, and professional audio applications. Baumgartner’s substantial equity stake complements his operational responsibilities and reflects his commitment to the company’s performance.

Cirrus Logic’s Position in Semiconductor and Audio Markets

Cirrus Logic, Inc. designs analog and mixed-signal integrated circuits for consumer and professional audio, as well as voice and music user interfaces. Its semiconductor products are embedded in devices including smartphones, tablets, PCs, gaming consoles, and professional audio equipment.

Operating as a fabless semiconductor company, Cirrus Logic emphasizes design and intellectual property development while outsourcing manufacturing. The company’s focus on high-quality audio and voice interface solutions addresses growing consumer demand for advanced audio features, noise cancellation, and voice activation.

Insider Trading Regulations and Disclosure Obligations

Under Section 16 of the Securities Exchange Act of 1934, Form 4 filings require insiders such as officers and directors to report changes in beneficial ownership promptly, typically within two business days. These disclosures enhance market transparency regarding insider transactions.

While Baumgartner’s sale under a Rule 10b5-1 plan does not indicate negative company news, investors often monitor insider buying and selling patterns to gauge management sentiment on future performance.

Transaction Execution and Legal Authorization

The Form 4 filing was signed on July 21, 2026, by Gregory Scott Thomas, attorney-in-fact for Baumgartner. This delegation is a standard practice allowing legal representatives to handle securities filings on behalf of executives, ensuring accuracy and regulatory compliance.

The attorney-in-fact’s certification confirms the transaction details, including share quantity, price, and resulting ownership, fulfilling disclosure requirements and safeguarding against regulatory violations.

Direct Beneficial Ownership Structure

Baumgartner’s 15,239 shares are held in direct beneficial ownership, meaning he holds title personally without intermediary entities such as trusts or corporations. This direct ownership grants him full voting rights and control, providing transparency and aligning with best practices in corporate governance.

The distinction between direct and indirect ownership is significant for regulatory and governance purposes, with direct holdings simplifying control and conflict-of-interest considerations.

Market Valuation and Transaction Proceeds

The shares sold at $138.57 each reflect the market price on July 20, 2026, resulting in gross proceeds of approximately $161,401 before fees or taxes. This price point offers insight into the valuation at which an insider was willing to reduce holdings, though the sale was pre-planned and not indicative of short-term market sentiment.

No Derivative Security Transactions Reported

The Form 4 filing shows no activity involving derivative securities such as stock options or warrants. Baumgartner’s transaction involved only direct common stock sales, with no exercises or conversions of equity instruments reported.

This absence of derivative transactions indicates Baumgartner’s equity compensation at the time was primarily through direct stock ownership rather than complex financial instruments, consistent with typical executive compensation structures in semiconductor firms.