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

Stock Sale Details

The Form 4 filing dated July 21, 2026, reports a routine equity sale by Jeffrey W. Baumgartner, Executive Vice President of Research and Development at Cirrus Logic, a semiconductor company based 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 rather than through an intermediary.

This sale was executed under a pre-established Rule 10b5-1 trading plan, a regulatory framework that enables corporate insiders to execute trades on a predetermined timeline to maintain transparency and compliance with securities laws. Such planned transactions help differentiate routine insider sales from opportunistic trades that might raise regulatory concerns.

Rule 10b5-1 Trading Plan Overview and Timeline

The transaction was carried out under a Rule 10b5-1 trading plan Baumgartner adopted on February 27, 2026. This SEC-regulated plan allows insiders to schedule trades during periods when they may possess material non-public information or face blackout restrictions. Establishing the plan in advance demonstrates good faith compliance with securities regulations and permits sales on a fixed schedule.

Rule 10b5-1 plans serve as an affirmative defense under federal securities laws, protecting insiders from allegations of insider trading so long as the plan was adopted in good faith and trades occur according to its terms. For investors, the presence of such a plan signals that insider sales reflect planned financial decisions rather than reactions to undisclosed corporate developments.

Baumgartner’s Remaining Ownership and Role at Cirrus Logic

Following the sale, Baumgartner holds 15,239 shares of Cirrus Logic common stock in direct beneficial ownership. This substantial stake reflects his ongoing alignment with the company’s performance and shareholder interests. Senior executives typically retain significant equity to ensure their financial interests remain tied to company success.

As Executive Vice President of Research and Development, Baumgartner oversees Cirrus Logic’s technical innovation and product development. The company specializes in semiconductor design for mobile audio, voice user interfaces, and professional audio markets. His continued equity ownership complements his leadership role in driving product advancements.

Cirrus Logic’s Position in Semiconductor and Audio Markets

Cirrus Logic, Inc. designs analog and mixed-signal integrated circuits for consumer and professional audio, voice, and music interface applications. Its semiconductor products are embedded in smartphones, tablets, PCs, gaming devices, and professional audio equipment. Operating as a fabless semiconductor company, Cirrus Logic focuses on design and intellectual property development while outsourcing manufacturing.

The company’s focus on audio and voice interface markets addresses growing consumer demand for high-quality sound, noise cancellation, and voice-activated features. Research and development efforts, led by executives like Baumgartner, are critical to maintaining competitive advantages through innovation in analog signal processing, system-on-chip integration, and audio software algorithms.

Insider Trading Disclosure and Regulatory Compliance

Form 4 filings, required under Section 16 of the Securities Exchange Act of 1934, mandate that corporate officers, directors, and significant shareholders report changes in beneficial ownership. These disclosures provide transparency on insider trading activity, enabling investors and regulators to monitor equity transactions by insiders who have access to material non-public information or influence over corporate policy.

Filings must be submitted within two business days of the transaction to ensure timely market information. While routine sales under Rule 10b5-1 plans typically do not indicate negative company news, aggregated insider trading patterns can offer insights into management’s outlook on company performance.

Transaction Execution and Legal Representation

The Form 4 was signed on July 21, 2026, by Gregory Scott Thomas, attorney-in-fact for Baumgartner. This delegation of authority is common for senior executives, allowing legal representatives to file required disclosures on their behalf while ensuring accuracy and regulatory compliance.

The attorney-in-fact’s signature certifies that the filing accurately reflects transaction details including date, share quantity, price, and resulting ownership, fulfilling transparency requirements and mitigating regulatory risks.

Direct Beneficial Ownership Structure

Baumgartner’s 15,239 shares are held in direct beneficial ownership, meaning he holds title personally rather than through trusts or intermediary entities. Direct ownership provides clarity regarding voting rights and control, eliminating potential conflicts or ambiguities associated with indirect holdings.

This straightforward ownership structure aligns with best practices in corporate governance and insider equity management, ensuring Baumgartner retains full control and voting authority over his shares.

Market Valuation and Transaction Size

The sale price of $138.57 per share corresponds to Cirrus Logic’s market price on July 20, 2026. The transaction generated gross proceeds of approximately $161,401 before fees or taxes. This price reflects fair market value based on prevailing supply and demand dynamics at the time.

As the sale was pre-planned under the Rule 10b5-1 schedule, it should not be interpreted as a signal of insider sentiment reacting to short-term market or company events, but rather as a routine financial decision made months prior.

No Derivative Securities Activity Reported

The disclosure confirms no transactions involving derivative securities such as options, warrants, or convertible instruments. Baumgartner’s equity compensation at the time appears focused on direct common stock ownership without associated derivative instruments.

This simplifies the transaction profile and indicates that his compensation relies primarily on direct stock holdings, consistent with typical executive equity arrangements in the semiconductor industry.