false2026Q33/280000772406P1Y357xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purecrus:derivativeContractcrus:segmentcrus:product_line00007724062025-03-302025-12-2700007724062026-01-3000007724062025-12-2700007724062025-03-2900007724062025-09-282025-12-2700007724062024-09-292024-12-2800007724062024-03-312024-12-2800007724062024-03-3000007724062024-12-280000772406us-gaap:CommonStockMember2024-09-280000772406us-gaap:AdditionalPaidInCapitalMember2024-09-280000772406us-gaap:RetainedEarningsMember2024-09-280000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-2800007724062024-09-280000772406us-gaap:RetainedEarningsMember2024-09-292024-12-280000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-292024-12-280000772406us-gaap:CommonStockMember2024-09-292024-12-280000772406us-gaap:AdditionalPaidInCapitalMember2024-09-292024-12-280000772406us-gaap:CommonStockMember2024-12-280000772406us-gaap:AdditionalPaidInCapitalMember2024-12-280000772406us-gaap:RetainedEarningsMember2024-12-280000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-280000772406us-gaap:CommonStockMember2025-09-270000772406us-gaap:AdditionalPaidInCapitalMember2025-09-270000772406us-gaap:RetainedEarningsMember2025-09-270000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-2700007724062025-09-270000772406us-gaap:RetainedEarningsMember2025-09-282025-12-270000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-282025-12-270000772406us-gaap:CommonStockMember2025-09-282025-12-270000772406us-gaap:AdditionalPaidInCapitalMember2025-09-282025-12-270000772406us-gaap:CommonStockMember2025-12-270000772406us-gaap:AdditionalPaidInCapitalMember2025-12-270000772406us-gaap:RetainedEarningsMember2025-12-270000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-270000772406us-gaap:CommonStockMember2024-03-300000772406us-gaap:AdditionalPaidInCapitalMember2024-03-300000772406us-gaap:RetainedEarningsMember2024-03-300000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-300000772406us-gaap:RetainedEarningsMember2024-03-312024-12-280000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-312024-12-280000772406us-gaap:CommonStockMember2024-03-312024-12-280000772406us-gaap:AdditionalPaidInCapitalMember2024-03-312024-12-280000772406us-gaap:CommonStockMember2025-03-290000772406us-gaap:AdditionalPaidInCapitalMember2025-03-290000772406us-gaap:RetainedEarningsMember2025-03-290000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-290000772406us-gaap:RetainedEarningsMember2025-03-302025-12-270000772406us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-302025-12-270000772406us-gaap:CommonStockMember2025-03-302025-12-270000772406us-gaap:AdditionalPaidInCapitalMember2025-03-302025-12-270000772406us-gaap:DomesticCorporateDebtSecuritiesMember2025-12-270000772406us-gaap:USTreasurySecuritiesMember2025-12-270000772406srt:MinimumMember2025-03-302025-12-270000772406srt:MaximumMember2025-03-302025-12-270000772406us-gaap:DomesticCorporateDebtSecuritiesMember2025-03-290000772406us-gaap:USTreasurySecuritiesMember2025-03-290000772406us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembercrus:SecondAmendedCreditAgreementRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-03-202023-03-200000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-270000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-270000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-270000772406us-gaap:MoneyMarketFundsMember2025-12-270000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-12-270000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-12-270000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-12-270000772406us-gaap:CorporateDebtSecuritiesMember2025-12-270000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-12-270000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-12-270000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-12-270000772406us-gaap:FairValueInputsLevel1Member2025-12-270000772406us-gaap:FairValueInputsLevel2Member2025-12-270000772406us-gaap:FairValueInputsLevel3Member2025-12-270000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-03-290000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2025-03-290000772406us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2025-03-290000772406us-gaap:MoneyMarketFundsMember2025-03-290000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-03-290000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-03-290000772406us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-03-290000772406us-gaap:CorporateDebtSecuritiesMember2025-03-290000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-03-290000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-03-290000772406us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-03-290000772406us-gaap:FairValueInputsLevel1Member2025-03-290000772406us-gaap:FairValueInputsLevel2Member2025-03-290000772406us-gaap:FairValueInputsLevel3Member2025-03-290000772406us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2025-09-282025-12-270000772406us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-09-292024-12-280000772406us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2025-03-302025-12-270000772406us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2024-03-312024-12-280000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMember2021-07-080000772406us-gaap:RevolvingCreditFacilityMembercrus:VariableRateComponentTwoMembercrus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2023-03-202023-03-200000772406us-gaap:RevolvingCreditFacilityMembercrus:VariableRateComponentTwoMembercrus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2023-03-202023-03-200000772406us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembercrus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2023-03-202023-03-200000772406us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembercrus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2023-03-202023-03-200000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MinimumMember2023-03-202023-03-200000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMembersrt:MaximumMember2023-03-202023-03-200000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMember2023-03-200000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMember2023-03-202023-03-200000772406crus:SecondAmendedCreditAgreementRevolvingCreditFacilityMember2025-12-270000772406crus:AudioProductsSegmentMember2025-09-282025-12-270000772406crus:AudioProductsSegmentMember2024-09-292024-12-280000772406crus:AudioProductsSegmentMember2025-03-302025-12-270000772406crus:AudioProductsSegmentMember2024-03-312024-12-280000772406crus:HighPerformanceMixedSignalProductsMember2025-09-282025-12-270000772406crus:HighPerformanceMixedSignalProductsMember2024-09-292024-12-280000772406crus:HighPerformanceMixedSignalProductsMember2025-03-302025-12-270000772406crus:HighPerformanceMixedSignalProductsMember2024-03-312024-12-280000772406country:CN2025-09-282025-12-270000772406country:CN2024-09-292024-12-280000772406country:CN2025-03-302025-12-270000772406country:CN2024-03-312024-12-280000772406country:US2025-09-282025-12-270000772406country:US2024-09-292024-12-280000772406country:US2025-03-302025-12-270000772406country:US2024-03-312024-12-280000772406crus:OtherCountriesMember2025-09-282025-12-270000772406crus:OtherCountriesMember2024-09-292024-12-280000772406crus:OtherCountriesMember2025-03-302025-12-270000772406crus:OtherCountriesMember2024-03-312024-12-2800007724062021-07-282021-07-280000772406crus:July2022RepurchaseProgramMember2022-07-310000772406crus:A2025RepurchaseProgramMember2025-03-310000772406crus:A2025RepurchaseProgramMember2025-03-012025-12-270000772406crus:A2025RepurchaseProgramMember2025-12-270000772406crus:A2025RepurchaseProgramMember2025-09-282025-12-270000772406crus:A2025And2022RepurchaseProgramMember2025-03-302025-12-270000772406crus:ReportableSegmentMember2025-09-282025-12-270000772406crus:ReportableSegmentMember2024-09-292024-12-280000772406crus:ReportableSegmentMember2025-03-302025-12-270000772406crus:ReportableSegmentMember2024-03-312024-12-280000772406country:IN2025-09-282025-12-270000772406country:IN2024-09-292024-12-280000772406country:IN2025-03-302025-12-270000772406country:IN2024-03-312024-12-280000772406country:HK2025-09-282025-12-270000772406country:HK2024-09-292024-12-280000772406country:HK2025-03-302025-12-270000772406country:HK2024-03-312024-12-280000772406country:VN2025-09-282025-12-270000772406country:VN2024-09-292024-12-280000772406country:VN2025-03-302025-12-270000772406country:VN2024-03-312024-12-280000772406country:KR2025-09-282025-12-270000772406country:KR2024-09-292024-12-280000772406country:KR2025-03-302025-12-270000772406country:KR2024-03-312024-12-280000772406crus:OtherNonUSCountriesMember2025-09-282025-12-270000772406crus:OtherNonUSCountriesMember2024-09-292024-12-280000772406crus:OtherNonUSCountriesMember2025-03-302025-12-270000772406crus:OtherNonUSCountriesMember2024-03-312024-12-280000772406crus:ScottThomasMember2025-09-282025-12-270000772406crus:ScottThomasMember2025-12-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to ____
Commission File Number 0-17795
CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0024818
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
800 W. 6th StreetAustin,Texas78701
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(512)851-4000


 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.001 par valueCRUSThe NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑  No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☑
Accelerated Filer
☐
Non-accelerated Filer  
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes ☐    No ☑
The number of shares of the registrant's common stock, $0.001 par value, outstanding as of January 30, 2026 was 51,007,389.



CIRRUS LOGIC, INC.
FORM 10-Q QUARTERLY REPORT
QUARTERLY PERIOD ENDED DECEMBER 27, 2025
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
 
Item 1.Financial Statements 
 
Consolidated Condensed Balance Sheets - December 27, 2025 (unaudited) and March 29, 2025
  
Consolidated Condensed Statements of Income (unaudited) - Three and Nine Months Ended December 27, 2025 and December 28, 2024
  
Consolidated Condensed Statements of Comprehensive Income (unaudited) - Three and Nine Months Ended December 27, 2025 and December 28, 2024
  
Consolidated Condensed Statements of Cash Flows (unaudited) - Nine Months Ended December 27, 2025 and December 28, 2024
Consolidated Condensed Statements of Stockholders' Equity (unaudited) - Three and Nine Months Ended December 27, 2025 and December 28, 20247
Notes to Consolidated Condensed Financial Statements (unaudited)
  
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3.Quantitative and Qualitative Disclosures about Market Risk
  
Item 4.Controls and Procedures
  
PART II - OTHER INFORMATION
  
Item 1.Legal Proceedings
  
Item 1A.Risk Factors
  
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
  
Item 3.Defaults Upon Senior Securities
  
Item 4.Mine Safety Disclosures
  
Item 5.Other Information
  
Item 6.Exhibits
  
Signatures

2

Part I. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
December 27,March 29,
20252025
(unaudited) 
Assets  
Current assets:  
Cash and cash equivalents$778,083 $539,620 
Marketable securities44,280 56,160 
Accounts receivable, net278,989 216,009 
Inventories189,483 299,092 
Prepaid assets54,373 48,236 
Prepaid wafers32,873 52,560 
Other current assets31,268 28,057 
Total current assets1,409,349 1,239,734 
  
Long-term marketable securities259,564 239,036 
Right-of-use lease assets123,432 126,688 
Property and equipment, net148,352 159,900 
Intangibles, net22,619 27,461 
Goodwill435,936 435,936 
Deferred tax assets38,247 48,150 
Long-term prepaid wafers— 15,512 
Other assets19,021 34,656 
Total assets$2,456,520 $2,327,073 
  
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$68,863 $63,162 
Accrued salaries and benefits49,769 52,075 
Software license agreements26,803 26,745 
Current lease liabilities19,713 21,811 
Other accrued liabilities19,043 31,395 
Total current liabilities184,191 195,188 
  
Long-term liabilities:  
Non-current lease liabilities117,599 121,908 
Non-current income taxes46,033 44,040 
Software license agreements5,468 16,488 
Total long-term liabilities169,100 182,436 
  
Stockholders' equity: 
Capital stock1,925,238 1,860,281 
Accumulated earnings178,693 90,351 
Accumulated other comprehensive loss(702)(1,183)
Total stockholders' equity2,103,229 1,949,449 
Total liabilities and stockholders' equity$2,456,520 $2,327,073 

The accompanying notes are an integral part of these consolidated condensed financial statements.
3


CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share amounts; unaudited)
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Net sales$580,624 $555,738 $1,548,856 $1,471,621 
Cost of sales272,498 257,951 732,326 702,319 
Gross profit308,126 297,787 816,530 769,302 
Operating expenses  
Research and development113,553 112,976 326,466 331,264 
Selling, general and administrative41,646 39,042 119,979 113,625 
Total operating expenses155,199 152,018 446,445 444,889 
Income from operations152,927 145,769 370,085 324,413 
Interest income9,494 8,364 27,273 25,162 
Interest expense(218)(218)(680)(680)
Other income (expense)246 (214)(205)1,414 
Income before income taxes162,449 153,701 396,473 350,309 
Provision for income taxes22,139 37,696 63,870 90,069 
Net income$140,310 $116,005 $332,603 $260,240 
  
Basic earnings per share$2.75 $2.19 $6.48 $4.89 
Diluted earnings per share$2.66 $2.11 $6.27 $4.69 
Basic weighted average common shares outstanding51,037 53,081 51,313 53,263 
Diluted weighted average common shares outstanding52,698 55,076 53,041 55,529 

The accompanying notes are an integral part of these consolidated condensed financial statements.
4

CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands; unaudited)
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Net income$140,310 $116,005 $332,603 $260,240 
Other comprehensive income (loss), before tax  
Foreign currency translation gain (loss)(377)(937)183 (578)
Unrealized gain (loss) on marketable securities(132)(3,116)377 1,377 
Benefit (provision) for income taxes28 654 (79)(290)
Comprehensive income $139,829 $112,606 $333,084 $260,749 

The accompanying notes are an integral part of these consolidated condensed financial statements.
5


CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
Nine Months Ended
December 27,December 28,
20252024
Cash flows from operating activities:  
Net income$332,603 $260,240 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization38,954 37,801 
Stock-based compensation expense61,964 64,655 
Deferred income taxes9,824 7,466 
Loss on retirement or write-off of long-lived assets— 381 
Other non-cash adjustments26 812 
Net change in operating assets and liabilities:  
Accounts receivable(62,980)(99,465)
Inventories109,609 (48,310)
Prepaid wafers35,199 58,296 
Other assets2,320 (4,080)
Accounts payable and other accrued liabilities(9,823)17,749 
Income taxes payable(18,517)18,435 
Net cash provided by operating activities499,179 313,980 
  
Cash flows from investing activities:  
Maturities and sales of available-for-sale marketable securities113,439 25,904 
Purchases of available-for-sale marketable securities(121,710)(117,505)
Purchases of property, equipment and software(11,592)(19,347)
Investments in technology(848)(225)
Net cash used in investing activities(20,711)(111,173)
  
Cash flows from financing activities:  
Net proceeds from the issuance of common stock2,992 15,433 
Repurchase of stock to satisfy employee tax withholding obligations(33,032)(33,538)
Repurchase and retirement of common stock(209,965)(161,022)
Net cash used in financing activities(240,005)(179,127)
  
Net increase in cash and cash equivalents238,463 23,680 
  
Cash and cash equivalents at beginning of period539,620 502,764 
Cash and cash equivalents at end of period$778,083 $526,444 

The accompanying notes are an integral part of these consolidated condensed financial statements.
6

CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands; unaudited)
Common StockAdditional Paid-In CapitalAccumulated Earnings (Deficit)Accumulated Other Comprehensive LossTotal
Three Months EndedSharesAmount
Balance, September 28, 202453,132 $53 $1,819,536 $107,233 $1,305 $1,928,127 
Net income— — — 116,005 — 116,005 
Change in unrealized gain (loss) on marketable securities, net of tax— — — — (2,462)(2,462)
Change in foreign currency translation adjustments— — — — (937)(937)
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes685 1 379 (29,112)— (28,732)
Repurchase and retirement of common stock(679)(1)— (70,025)— (70,026)
Stock-based compensation— — 20,823 — — 20,823 
Balance, December 28, 202453,138 $53 $1,840,738 $124,101 $(2,094)$1,962,798 
Balance, September 27, 202551,018 $51 $1,903,587 $139,025 $(221)$2,042,442 
Net income— — — 140,310 — 140,310 
Change in unrealized gain (loss) on marketable securities, net of tax— — — — (104)(104)
Change in foreign currency translation adjustments— — — — (377)(377)
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes574 1 1,042 (30,721)— (29,678)
Repurchase and retirement of common stock(591)(1)— (69,921)— (69,922)
Stock-based compensation— — 20,558 — — 20,558 
Balance, December 27, 202551,001 $51 $1,925,187 $178,693 $(702)$2,103,229 
Nine Months Ended
Balance, March 30, 202453,491 $53 $1,760,648 $58,916 $(2,603)$1,817,014 
Net income— — — 260,240 — 260,240 
Change in unrealized gain (loss) on marketable securities, net of tax— — — — 1,087 1,087 
Change in foreign currency translation adjustments— — — — (578)(578)
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes1,044 1 15,435 (33,538)— (18,102)
Repurchase and retirement of common stock(1,397)(1)— (161,517)— (161,518)
Stock-based compensation— — 64,655 — — 64,655 
Balance, December 28, 202453,138 $53 $1,840,738 $124,101 $(2,094)$1,962,798 
Balance, March 29, 202552,291 $52 $1,860,229 $90,351 $(1,183)$1,949,449 
Net income— — — 332,603 — 332,603 
Change in unrealized gain (loss) on marketable securities, net of tax— — — — 298 298 
Change in foreign currency translation adjustments— — — — 183 183 
Issuance of stock under stock option plans and other, net of shares withheld for employee taxes677 1 2,994 (33,032)— (30,037)
Repurchase and retirement of common stock(1,967)(2)— (211,229)— (211,231)
Stock-based compensation— — 61,964 — — 61,964 
Balance, December 27, 202551,001 $51 $1,925,187 $178,693 $(702)$2,103,229 

The accompanying notes are an integral part of these consolidated condensed financial statements.

7

CIRRUS LOGIC, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared by Cirrus Logic, Inc. (“Cirrus Logic,” “we,” “us,” “our,” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”).  The accompanying unaudited consolidated condensed financial statements do not include complete footnotes and financial presentations.  As a result, these financial statements should be read along with the audited consolidated financial statements and notes thereto for the year ended March 29, 2025, included in our Annual Report on Form 10-K filed with the Commission on May 23, 2025.  In our opinion, the financial statements reflect all material adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position, operating results and cash flows for those periods presented.  The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported assets, liabilities, revenues and expenses.  Actual results could differ from those estimates and assumptions.  Moreover, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

2. Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The guidance provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, requiring more consistent categories and greater disaggregation of information by jurisdiction. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted, to be applied on a prospective basis, although retrospective application is also permitted. The Company is currently evaluating the impact of this guidance on financial statement disclosures and expects to provide these disclosures in the fourth quarter of fiscal year 2026.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain expense categories in the notes to the financial statements in order to provide enhanced transparency into the expense captions presented on the face of the income statement. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption and prospective or retrospective application permitted. The Company is currently evaluating the impact of this guidance on financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes references to software development stages, or “project stages,” in assessing the timing of software cost capitalization. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted using the prospective, modified, or retrospective adoption methods. The Company is currently evaluating the impact of this guidance on financial statement disclosures.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides guidance on the recognition, measurement, and presentation of government grants. The amendments are effective for annual reporting periods beginning after December 15, 2028, and interim periods within those annual reporting periods. Early adoption is permitted using the modified prospective, modified retrospective, or full retrospective adoption methods. The Company is currently evaluating the impact of this guidance on financial statement disclosures.

3. Marketable Securities

The Company’s investments have been classified as available-for-sale securities in accordance with U.S. GAAP.  Marketable securities are categorized on the Consolidated Condensed Balance Sheet as “Marketable securities,” within the short-term or long-term classification, as appropriate, based on the original maturity.

8

The following table is a summary of available-for-sale securities at December 27, 2025 (in thousands):
As of December 27, 2025Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(Net Carrying
Amount)
Corporate debt securities$301,177 $2,043 $(50)$303,170 
U.S. Treasury securities668 6 — 674 
Total securities$301,845 $2,049 $(50)$303,844 

The Company typically invests in highly-rated securities with original maturities generally ranging from one to three years. The Company's specifically identified gross unrealized losses were $0.1 million related to securities with total amortized costs of approximately $34.6 million at December 27, 2025. There were no securities in a continuous unrealized loss position for more than 12 months as of December 27, 2025. The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipated or actual changes in credit rating and duration management.  The Company records an allowance for credit loss when a decline in investment market value is due to credit-related factors. When evaluating an investment for impairment, the Company reviews factors including the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of December 27, 2025, the Company does not consider any of its investments to be impaired.

The following table is a summary of available-for-sale securities at March 29, 2025 (in thousands):
As of March 29, 2025Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(Net Carrying
Amount)
Corporate debt securities$284,885 1,635 $(55)$286,465 
U.S. Treasury securities8,689 45 (3)8,731 
Total securities$293,574 $1,680 $(58)$295,196 

The Company's specifically identified gross unrealized losses of $0.1 million related to securities with total amortized costs of approximately $29.8 million at March 29, 2025. Securities in a continuous unrealized loss position for more than 12 months as of March 29, 2025 had an aggregate amortized cost of $1.9 million and an immaterial aggregate unrealized loss. As of March 29, 2025, the Company did not consider any of its investments to be impaired.

The cost and estimated fair value of available-for-sale securities by contractual maturities were as follows (in thousands):
December 27, 2025March 29, 2025
AmortizedEstimatedAmortizedEstimated
CostFair ValueCostFair Value
Within 1 year$43,982 $44,280 $56,044 $56,160 
After 1 year257,863 259,564 237,530 239,036 
Total$301,845 $303,844 $293,574 $295,196 

4. Fair Value of Financial Instruments

The Company has determined that the only material assets and liabilities in the Company’s financial statements that are required to be measured at fair value on a recurring basis are the Company’s cash equivalents and marketable securities portfolio.  The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

9


•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s cash equivalents and marketable securities portfolio consist of money market funds, debt securities, and U.S Treasury securities, and are reflected on our Consolidated Condensed Balance Sheets under the headings cash and cash equivalents, marketable securities, and long-term marketable securities.  The Company determines the fair value of its marketable securities portfolio by obtaining non-binding market prices from third-party pricing providers on the last day of the quarter, whose sources may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value.

The Company's revolving credit facility, described in Note 8 - Revolving Credit Facility, bears interest at a base rate plus applicable margin or forward-looking secured overnight financing rate (“Term SOFR”) plus 10 basis points plus applicable margin. As of December 27, 2025, there are no amounts drawn under the facility and the fair value is zero.

As of December 27, 2025 and March 29, 2025, the Company has no Level 3 assets or liabilities.  There were no transfers between Level 1, Level 2, or Level 3 measurements for the three months ended December 27, 2025. 

The following summarizes the fair value of our financial instruments at December 27, 2025 (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1		Significant
Other
Observable
Inputs
Level 2		Significant
Unobservable
Inputs
Level 3		Total
Assets:    
Cash equivalents    
Money market funds$721,568 $— $— $721,568 
Available-for-sale securities    
Corporate debt securities$— $303,170 $— $303,170 
U.S. Treasury securities674 — — 674 
$674 $303,170 $— $303,844 


10

The following summarizes the fair value of our financial instruments at March 29, 2025 (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1		Significant
Other
Observable
Inputs
Level 2		Significant
Unobservable
Inputs
Level 3		Total
Assets:
Cash equivalents    
Money market funds491,467 — — 491,467 
Available-for-sale securities    
Corporate debt securities$— $286,465 $— $286,465 
U.S. Treasury securities8,731 — — 8,731 
$8,731 $286,465 $— $295,196 

5. Derivative Financial Instruments

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-functional currency balance sheet exposures. The Company recognizes both the gains and losses on foreign currency forward contracts and the gains and losses on the remeasurement of non-functional currency assets and liabilities within “Other income (expense)” in the Consolidated Condensed Statements of Income. The Company does not apply hedge accounting to these foreign currency derivative instruments.

As of December 27, 2025, the Company held one foreign currency forward contract denominated in British Pound Sterling with a notional value of $18.5 million. The fair value of this contract was not material as of December 27, 2025.

The before-tax effect of derivative instruments not designated as hedging instruments was as follows (in thousands):

Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024Location
Gain (loss) recognized in income:
Foreign currency forward contracts$(80)$(1,220)$817 $(568)Other income (expense)

6. Accounts Receivable, net

The following are the components of accounts receivable, net (in thousands):
December 27,March 29,
20252025
Gross accounts receivable$278,989 $216,009 
Allowance for doubtful accounts— — 
Accounts receivable, net$278,989 $216,009 

The increase in accounts receivable is due to the timing of collections and billings during the year.

11



7. Inventories

Inventories are comprised of the following (in thousands):
December 27,March 29,
20252025
Work in process$139,138 $216,173 
Finished goods50,345 82,919 
$189,483 $299,092 


8. Revolving Credit Facility

On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026 (the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s material domestic subsidiaries (the “Subsidiary Guarantors”). The Revolving Credit Facility is secured by substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.

On March 20, 2023, the Company, entered into the First Amendment (the “Amendment”) to its Second Amended Credit Agreement, with the lending institutions party thereto and Wells Fargo Bank, National Association, as administrative agent. The Amendment updates the benchmark interest rate provisions to replace the London interbank offered rate (“LIBOR”) with Term SOFR, for the purposes of calculating interest under the terms of the Second Amended Credit Agreement.

Borrowings under the Revolving Credit Facility may bear interest, at Cirrus Logic’s election, at either (a) a base rate plus the applicable margin (“Base Rate Loans”) or (b) a Term SOFR rate plus a 10 basis point credit spread adjustment plus the applicable margin. The applicable margin ranges from 0% to 0.75% per annum for Base Rate Loans and 1.00% to 1.75% per annum for SOFR Loans based on the ratio of consolidated funded indebtedness to consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters (the “Consolidated Leverage Ratio”). A Commitment Fee accrues at a rate per annum ranging from 0.175% to 0.275% (based on the Consolidated Leverage Ratio) on the average daily unused portion of the commitment of the lenders.

The Revolving Credit Facility contains certain financial covenants providing that (a) the ratio of consolidated funded indebtedness (minus up to $200 million of unrestricted cash and cash equivalents available on such date) to consolidated EBITDA for the prior four consecutive quarters must not be greater than 3.00 to 1.00 (the “Consolidated Net Leverage Ratio”) and (b) the ratio of consolidated EBITDA for the prior four consecutive quarters to consolidated interest expense paid or payable in cash for the prior four consecutive quarters must not be less than 3.00 to 1.00 (the “Consolidated Interest Coverage Ratio”). The Second Amended Credit Agreement also contains customary negative covenants limiting the ability of Cirrus Logic or any Subsidiary to, among other things, incur debt, grant liens, make investments, effect certain fundamental changes, make certain asset dispositions, and make certain restricted payments. Further, the Second Amended Credit Agreement contains customary affirmative covenants, including, among others, covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements, and compliance with applicable laws and regulations.

As of December 27, 2025, the Company had no amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Second Amended Credit Agreement.

9. Revenues

Disaggregation of revenue

We disaggregate revenue from contracts with customers by product line and ship to location of the customer. Sales are designated in the respective product line categories of Audio and High-Performance Mixed-Signal (“HPMS”).


12

Total net sales based on the product line disaggregation criteria described above are shown in the table below (in thousands).
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Audio Products$344,455 $346,272 $902,713 $881,830 
HPMS Products236,169 209,466 646,143 589,791 
$580,624 $555,738 $1,548,856 $1,471,621 

The geographic regions that are reviewed are China, the United States, and the rest of the world. Total net sales based on the geographic disaggregation criteria described are as follows (in thousands):
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
China$357,155 $373,449 $850,060 $904,899 
United States3,272 5,638 10,953 13,325 
Rest of World220,197 176,651 687,843 553,397 
$580,624 $555,738 $1,548,856 $1,471,621 

10. Income Taxes

Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, and any applicable income tax credits.

The following table presents the provision for income taxes (in thousands) and the effective tax rates:
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Income before income taxes$162,449 $153,701 $396,473 $350,309 
Provision for income taxes$22,139 $37,696 $63,870 $90,069 
Effective tax rate13.6 %24.5 %16.1 %25.7 %

Our income tax expense was $22.1 million and $37.7 million for the third quarters of fiscal years 2026 and 2025, respectively, resulting in effective tax rates of 13.6 percent and 24.5 percent, respectively. Our income tax expense was $63.9 million and $90.1 million for the first nine months of fiscal years 2026 and 2025, respectively, resulting in effective tax rates of 16.1 percent and 25.7 percent, respectively.

Effective tax rates for fiscal year 2025 were unfavorably impacted by a provision in the Tax Cuts and Jobs Act of 2017 that required research and development (“R&D”) expenditures incurred in tax years beginning after December 31, 2021 to be capitalized and amortized ratably over five or fifteen years depending on the location in which the research activities are conducted, which resulted in increased GILTI inclusions in these periods. In addition, those periods were unfavorably impacted by U.S. tax rules related to refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, that reduce the amount of foreign tax credits available to offset GILTI.

The effective tax rates for the third quarter and first nine months of fiscal year 2026 were lower than the prior periods presented primarily due to U.S. R&D expenditures no longer being capitalized within GILTI (also known as net controlled foreign corporation tested income) beginning in fiscal year 2026 as a result of the One Big Beautiful Bill Act (“OBBBA”) enacted on July 4, 2025.

The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns.  At December 27, 2025, the Company had unrecognized tax benefits of $32.1 million, all of which would impact the effective tax rate if recognized.  The Company’s total unrecognized tax benefits are classified as “Non-current income taxes” in
13

the Consolidated Condensed Balance Sheets. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.  As of December 27, 2025, the balance of accrued interest and penalties, net of tax, was $14.0 million. 

On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. et al. v. Commissioner which concluded that the regulations relating to the treatment of stock-based compensation expense in intercompany cost-sharing arrangements were invalid. In 2016 the U.S. Internal Revenue Service appealed the decision to the U.S. Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On June 7, 2019, the Ninth Circuit reversed the decision of the U.S. Tax Court and upheld the cost-sharing regulations. On February 10, 2020, Altera Corp. filed a Petition for a Writ of Certiorari with the Supreme Court of the United States, which was denied by the Supreme Court on June 22, 2020. Although the issue is now resolved in the Ninth Circuit, the Ninth Circuit's opinion is not binding in other circuits. The potential impact of this issue on the Company, which is not located within the jurisdiction of the Ninth Circuit, is unclear at this time. We will continue to monitor developments related to this issue and the potential impact of those developments on the Company's current and prior fiscal years.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Fiscal years 2017 through 2019 and 2022 through 2025 remain open to examination by the major taxing jurisdictions in which the Company operates.  

The Company's fiscal year 2017, 2018, and 2019 federal income tax returns are under examination by the U.S. Internal Revenue Service (“IRS”).  The IRS has proposed adjustments that would increase U.S. taxable income related to transfer pricing matters with respect to our U.S. and U.K. affiliated companies. The final Revenue Agent’s Report asserted additional tax of approximately $168.3 million, excluding interest, and imposed penalties of approximately $63.7 million. The Company does not agree with the IRS's positions and has not accrued an additional liability. In July 2024, the Company entered the administrative dispute process with the IRS Independent Office of Appeals (“IRS Appeals”). The Company continues to vigorously dispute the proposed adjustments, including through ongoing discussions as part of the administrative process with IRS Appeals. If an acceptable outcome cannot be reached with IRS Appeals, the Company is prepared to pursue judicial remedies, which could take a number of years to resolve. Although the final resolution of these matters is uncertain, the Company believes adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes that may ultimately result. However, the ultimate amount of assessed tax, interest, and penalties, if any, could be material and may have an adverse impact on our financial position, results of operations, and cash flows in future periods. The Company is not under an income tax audit in any other major taxing jurisdiction.

11. Net Income Per Share

Basic net income per share is based on the weighted effect of common shares issued and outstanding and is calculated by dividing net income by the basic weighted average shares outstanding during the period.  Diluted net income per share is calculated by dividing net income by the weighted average number of common shares used in the basic net income per share calculation, plus the equivalent number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.  These potentially dilutive items consist primarily of restricted stock units and outstanding stock options.

The following table details the calculation of basic and diluted earnings per share for the three and nine months ended December 27, 2025 and December 28, 2024 (in thousands, except per share amounts):
Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Numerator:    
Net income$140,310 $116,005 $332,603 $260,240 
Denominator:    
Weighted average shares outstanding51,037 53,081 51,313 53,263 
Effect of dilutive securities1,661 1,995 1,728 2,266 
Weighted average diluted shares52,698 55,076 53,041 55,529 
Basic earnings per share$2.75 $2.19 $6.48 $4.89 
Diluted earnings per share$2.66 $2.11 $6.27 $4.69 

14

The weighted outstanding shares excluded from our diluted calculation for the three and nine months ended December 27, 2025 were 44 thousand and 167 thousand, respectively, as the shares were anti-dilutive. The weighted outstanding shares excluded from our diluted calculation for the three and nine months ended December 28, 2024 were 228 thousand and 224 thousand, respectively, as the shares were anti-dilutive.

12. Commitments and Contingencies

Capacity Reservation Agreement

On July 28, 2021, the Company entered into a Capacity Reservation and Wafer Supply Commitment Agreement (the “Capacity Reservation Agreement”) with GlobalFoundries to provide the Company a wafer capacity commitment and wafer pricing for Company products for calendar years 2022-2026 (the “Commitment Period”). On February 18, 2025, the Capacity Reservation Agreement was amended (the “Amendment”) to define the quarterly spread of the remaining wafer quantities under the agreement.

The Capacity Reservation Agreement requires GlobalFoundries to provide, and the Company to purchase, a defined number of wafers on a quarterly basis for the Commitment Period, subject to shortfall payments. In exchange for GlobalFoundries’ capacity commitment, the Company paid a $60 million non-refundable capacity reservation fee, which is amortized over the Commitment Period. The balance of this reservation fee is $10 million as of December 27, 2025, and is recorded in “Other current assets” on the Consolidated Condensed Balance Sheets. In addition, the Company pre-paid GlobalFoundries $195 million for future wafer purchases, which are credited back to the Company as a portion of the price of wafers purchased, which began in the Company's second fiscal quarter of 2024. The balance of the prepayment is $33 million at December 27, 2025, and is currently recorded in “Prepaid wafers” on the Consolidated Condensed Balance Sheets.

13. Legal Matters

From time to time, we are involved in legal proceedings concerning matters arising in connection with the conduct of our business activities.  We regularly evaluate the status of legal proceedings in which we are involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred, and to determine if accruals are appropriate.  We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made.    

Based on current knowledge, management does not believe that there are any pending matters that could potentially have a material adverse effect on our business, financial condition, results of operations or cash flows.  However, we are engaged in various legal actions in the normal course of business.  There can be no assurances in light of the inherent uncertainties involved in any potential legal proceedings, some of which are beyond our control, and an adverse outcome in any legal proceeding could be material to our results of operations or cash flows for any particular reporting period.

14. Stockholders' Equity

Common Stock

The Company issued a net 0.6 million and 0.7 million shares of common stock during the three and nine months ended December 27, 2025, respectively, and issued a net 0.7 million and 1.0 million shares of common stock for the three and nine months ended December 28, 2024, respectively, pursuant to the Company's equity incentive plans.

Share Repurchase Program 

The Company's net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act, which is included as a reduction to accumulated earnings in the Consolidated Condensed Statements of Stockholders' Equity. As of December 27, 2025, approximately $1.2 million is accrued related to this excise tax. Disclosure of repurchased amounts and related average costs exclude the impact of excise taxes.

In July 2022, the Board of Directors authorized the repurchase of up to $500 million of the Company's stock. During the three months ended June 28, 2025, the Company completed share repurchases under the 2022 authorization. In March 2025, the Board of Directors authorized the repurchase of up to an additional $500 million of the Company's common stock. As of December 27, 2025, approximately $155.9 million of the Company's common stock has been repurchased, leaving approximately $344.1 million available for repurchase under the 2025 authorization. During the three months ended
15

December 27, 2025, the Company repurchased 0.6 million shares of the Company's common stock for $70.0 million, at an average cost of $118.33 per share under the 2025 authorization. During the nine months ended December 27, 2025, the Company repurchased 2.0 million of the Company's common stock for $210.0 million, at an average cost of $106.76 per share under the combined share authorizations.

15. Segment Information

We determine our operating segments in accordance with FASB guidelines.  Our Chief Executive Officer (“CEO”) has been identified as the chief operating decision maker (“CODM”) under these guidelines. 

The Company operates and tracks its results in one reportable segment, but reports revenue in two product lines, Audio and HPMS.  Our CEO receives and uses enterprise-wide financial information to assess financial performance and allocate resources. Our product lines have similar characteristics and customers and share operations support functions such as sales, public relations, supply chain management, various research and development and engineering support, in addition to the general and administrative functions of human resources, legal, finance and information technology. Therefore, there is no complete, discrete financial information maintained for these product lines. Revenue by product line is disclosed in Note 9 - Revenues.

The CODM evaluates Company performance based on net income, and this information is used to measure profitability, make budgeting and forecasting decisions, monitor performance trends, and to compare actual results to forecasts. The CODM regularly reviews the consolidated statement of income and a disaggregation of operating expenses, with a focus on personnel-related and product development expenses. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The table below presents the Company's significant segment operating expenses (in thousands):

Three Months EndedNine Months Ended
December 27, 2025December 28, 2024December 27, 2025December 28, 2024
Personnel-related (1)$97,914 $94,617 $277,381 $268,395 
Product development (2)15,094 16,899 45,375 49,312 
Other segment items (3)42,191 40,502 123,689 127,182 
Total Operating Expense$155,199 $152,018 $446,445 $444,889 

(1) Personnel-related expenses include variable compensation and employee-related expenses, which primarily include employee base pay and benefit expenses.
(2) Product development costs include software, engineering mask sets, wafers, and boards, as well as outside design services.
(3) Other segment items primarily include stock-based compensation, facilities-related costs, depreciation and amortization, and non-recurring charges, offset by the benefit received from research and development expenditure credits.

16

Geographic Area
The Company's geographic details of revenue are included below.
The following illustrates net sales by ship to location of the customer (in thousands):
Three Months EndedNine Months Ended
December 27, 2025December 28, 2024December 27, 2025December 28, 2024
China$357,155 $373,449 $850,060 $904,899 
India87,043 55,946 232,237 135,628 
Hong Kong46,945 49,024 165,455 153,029 
Vietnam45,271 22,490 138,998 91,024 
South Korea27,100 28,612 94,231 114,204 
United States3,272 5,638 10,953 13,325 
Rest of World13,838 20,579 56,922 59,512 
Total consolidated sales$580,624 $555,738 $1,548,856 $1,471,621 


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read along with the unaudited consolidated condensed financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended March 29, 2025, contained in our fiscal year 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2025.  We maintain a website at investor.cirrus.com, which makes available free of charge our most recent annual report and all other filings we have made with the Commission. 

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q including Management’s Discussion and Analysis of Financial Condition and Results of Operations and certain information incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements are based on expectations, estimates, forecasts and projections and the beliefs and assumptions of our management as of the filing of this Form 10-Q.  In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “estimates,” “intend,” and variations of these types of words and similar expressions which are intended to identify these forward-looking statements.  In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements.  Readers are cautioned that these forward-looking statements are predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements and readers should not place undue reliance on such statements.  We undertake no obligation, and expressly disclaim any duty, to revise or update publicly any forward-looking statement for any reason, except as required by law.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see “Item 1A - Risk Factors” in our 2025 Annual Report on Form 10-K filed with the Commission on May 23, 2025, and in “Part II, Item 1A - Risk Factors” within this Quarterly Report on Form 10-Q.  Readers should carefully review these risk factors, as well as those identified in other documents filed by us with the Commission. 

Overview

Cirrus Logic, Inc. (“Cirrus Logic,” “We,” “Us,” “Our,” or the “Company”) is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications.

The Company remains committed to our three-pronged strategy for growing our business: first, maintaining our leadership position in smartphone audio; second, increasing HPMS content in smartphones; and third, leveraging our strength in
17

audio and HPMS to expand into additional applications and markets with new and existing components. During the third quarter of fiscal year 2026, we continued to execute on these strategic initiatives. Revenue exceeded expectations due to stronger-than-anticipated demand for our components shipping into smartphones, as well as a favorable mix of end devices. In PCs, we advanced our growth strategy by ramping our latest-generation amplifier and codec in mainstream platforms and sampling a new voice interface component for AI-enabled PCs. Multiple leading OEMs introduced PCs incorporating our amplifiers, codecs, and haptic drivers at the Consumer Electronics Show (CES) in early January.

In our general market business, design momentum increased across our portfolio of ADCs, DACs, and ultra-high-performance audio codecs, and we began sampling a new family of audio components aimed at broader markets. Finally, we announced a new family of automotive haptic components, which we view as a meaningful long-term growth opportunity.

Critical Accounting Policies and Estimates

Our discussion and analysis of the Company’s financial condition and results of operations are based upon the unaudited consolidated condensed financial statements included in this report, which have been prepared in accordance with U.S. GAAP.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts.  We evaluate the estimates on an ongoing basis.  We base these estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions and conditions. 

There have been no significant changes during the three and nine months ended December 27, 2025, to the information provided under the headings “Critical Accounting Estimates” and “Summary of Significant Accounting Policies” included in our fiscal year 2025 Annual Report on Form 10-K for the fiscal year ended March 29, 2025.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, refer to Note 2 of the Notes to the Consolidated Condensed Financial Statements.


Results of Operations 

Our fiscal year is the 52- or 53-week period ending on the last Saturday in March. Fiscal years 2026 and 2025 are 52-week fiscal years.

The following table summarizes the results of our operations for the three and nine months of fiscal years 2026 and 2025, respectively, as a percentage of net sales.  All percentage amounts were calculated using the underlying data in thousands, unaudited:

Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Net sales100 %100 %100 %100 %
Gross margin53 %54 %53 %52 %
Research and development20 %20 %21 %22 %
Selling, general and administrative7 %7 %8 %8 %
Income from operations26 %26 %24 %22 %
Interest income2 %2 %2 %2 %
Interest expense— %— %— %— %
Other income (expense)— %— %— %— %
Income before income taxes28 %28 %26 %24 %
Provision for income taxes4 %7 %5 %6 %
Net income24 %21 %21 %18 %

18

Net Sales 

Net sales for the third quarter of fiscal year 2026 increased $24.9 million, or 4 percent, to $580.6 million from $555.7 million in the third quarter of fiscal year 2025.  Net sales from our audio products decreased $1.8 million, primarily driven by lower general market sales and declines in average sales prices ("ASPs") due to previously anticipated pricing reductions. This decrease was mostly offset by higher smartphones units. Net sales from HPMS products increased $26.7 million for the quarter versus the third quarter of fiscal year 2025, primarily due to higher smartphone unit volumes, partially offset by declines in ASPs due to previously anticipated pricing reductions.

Net sales for the first nine months of fiscal year 2026 increased $77.2 million, or 5 percent, to $1.55 billion from $1.47 billion for the first nine months of fiscal year 2025. Net sales from our audio products increased $20.9 million, primarily driven by higher smartphone unit volumes and sales associated with latest-generation products, partially offset by declines in ASPs due to previously anticipated pricing reductions and lower general market sales. Net sales from HPMS products increased $56.4 million for the year versus the first nine months of fiscal year 2025, primarily due to higher smartphone unit volumes and, to a lesser extent, increased sales of custom components in non-smartphone applications and higher general market sales. Declines in ASPs due to previously anticipated pricing reductions partially offset the increase.

International sales, including sales to U.S.-based end customers that manufacture products through contract manufacturers or plants located overseas, were approximately 99 percent of net sales for each of the third quarters and nine month periods of fiscal years 2026 and 2025. Our sales are denominated primarily in U.S. dollars. 

Since the components we produce are largely proprietary, we consider our end customer to be the entity specifying the use of our component in their design. These end customers may purchase our products directly from us, through distributors, or third-party manufacturers contracted to produce their designs.  For the third quarters of fiscal years 2026 and 2025, our ten largest end customers represented approximately 97 percent and 96 percent, of our net sales, respectively, and 96 percent of our net sales for each of the first nine months of fiscal years 2026 and 2025.

We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 94 percent and 91 percent of the Company’s total net sales for the third quarters of fiscal years 2026 and 2025, respectively, and 90 percent for each of the first nine months of fiscal years 2026 and 2025.
 
No other end customer or distributor represented more than 10 percent of net sales for the three and nine months ended December 27, 2025 or December 28, 2024.

For more information, please see “Part II, Item 1A - Risk Factors” — “We depend on a limited number of customers and distributors for a substantial portion of our sales, and the loss of, or a significant reduction in orders from, or pricing on products sold to, any key customer or distributor could significantly reduce our sales and our profitability.”

Gross Margin

Gross margin was 53.1 percent in the third quarter of fiscal year 2026, down from 53.6 percent in the third quarter of fiscal year 2025, largely driven by ASP reductions due to previously anticipated pricing reductions, which were mostly offset by cost reductions.

Gross margin was 52.7 percent for the first nine months of fiscal year 2026, up from 52.3 percent for the first nine months of fiscal year 2025, primarily due to a more favorable product mix. Additionally, ASP reductions due to previously anticipated pricing reductions were mostly offset by reduced product costs.

Research and Development Expense

Research and development expense for the third quarter of fiscal year 2026 was $113.6 million, an increase of $0.6 million, from $113.0 million in the third quarter of fiscal year 2025. Significant drivers included increased employee-related expenses, partially offset by reduced product development and stock-based compensation costs in the quarter.

Research and development expense for the first nine months of fiscal year 2026 was $326.5 million, a decrease of $4.8 million, from $331.3 million for the first nine months of fiscal year 2025, primarily due to reduced stock-based compensation and product development costs, partially offset by increased employee-related costs for the period.

19

Selling, General and Administrative Expense

Selling, general and administrative expense for the third quarter of fiscal year 2026 was $41.6 million, an increase of $2.6 million, from $39.0 million in the third quarter of fiscal year 2025, due primarily to increased professional services and stock-based compensation costs.

Selling, general and administrative expense for the first nine months of fiscal year 2026 was $120.0 million, an increase of $6.4 million, from $113.6 million for the first nine months of fiscal year 2025, primarily due to increased stock-based compensation, professional services, employee-related expenses, and software maintenance contract costs. The increase was partially offset by the absence of non-recurring lease impairment costs incurred in the prior comparable period.

Interest Income

The Company reported interest income of $9.5 million and $27.3 million for the three and nine months ended December 27, 2025, respectively, and $8.4 million and $25.2 million for the three and nine months ended December 28, 2024, respectively. Interest income increased in the current period due to returns generated from higher combined average cash, cash equivalents and marketable securities balances, compared to the prior period.

Interest Expense

The Company reported interest expense of $0.2 million and $0.7 million for the three and nine months ended December 27, 2025, respectively, and $0.2 million and $0.7 million for the three and nine months ended December 28, 2024, respectively.  Interest expense consists primarily of commitment fees associated with the Company's Revolving Credit Facility (see Note 8 - Revolving Credit Facility of the Notes to the Consolidated Condensed Financial Statements).

Other Income (Expense)

For the three and nine months ended December 27, 2025, the Company reported other income of $0.2 million and other expense of $0.2 million, respectively. For the three and nine months ended December 28, 2024, the Company reported other expense of $0.2 million and $1.4 million in other income, respectively. This activity primarily related to non-investment related income (expense) and remeasurement on foreign currency denominated monetary assets and liabilities.   

Income Taxes

Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items and any applicable credits. 

The following table presents the provision for income taxes (in thousands) and the effective tax rates:

Three Months EndedNine Months Ended
December 27,December 28,December 27,December 28,
2025202420252024
Income before income taxes$162,449 $153,701 $396,473 $350,309 
Provision for income taxes$22,139 $37,696 $63,870 $90,069 
Effective tax rate13.6 %24.5 %16.1 %25.7 %

Our income tax expense for the third quarter of fiscal year 2026 was $22.1 million compared to $37.7 million for the third quarter of fiscal year 2025, resulting in effective tax rates of 13.6 percent and 24.5 percent, respectively. Our income tax expense was $63.9 million and $90.1 million for the first nine months of fiscal years 2026 and 2025, respectively, resulting in effective tax rates of 16.1 percent and 25.7 percent, respectively.

Effective tax rates for fiscal year 2025 were unfavorably impacted by a provision in the Tax Cuts and Jobs Act of 2017 that required research and development (“R&D”) expenditures incurred in tax years beginning after December 31, 2021 to be capitalized and amortized ratably over five or fifteen years depending on the location in which the research activities are conducted, which resulted in increased GILTI inclusions in these periods. In addition, those periods were unfavorably impacted by U.S. tax rules related to refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, that reduce the amount of foreign tax credits available to offset GILTI.
20


The effective tax rates for the third quarter and first nine months of fiscal year 2026 were lower than the prior periods presented due to U.S. R&D expenditures no longer being capitalized within GILTI (also known as net controlled foreign corporation tested income) beginning in fiscal year 2026, as a result of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025.

Liquidity and Capital Resources 

We require cash to fund our operating expenses and working capital requirements, including outlays for inventory, capital expenditures, share repurchases, and strategic acquisitions.  Our principal sources of liquidity are cash on hand, cash generated from operations, cash generated from the sale and maturity of marketable securities, and available borrowings under our $300 million Revolving Credit Facility. 

Cash generated from our operating activities is net income adjusted for certain non-cash items and changes in working capital.  Cash generated from operations was $499.2 million for the first nine months of fiscal year 2026 versus $314.0 million generated for the corresponding period of fiscal year 2025.  The cash flow from operations during the first nine months of fiscal year 2026 was related to the cash components of our net income and a $55.8 million favorable change in working capital, primarily as a result of decreases in inventory and prepaid wafer balances (related to the Capacity Reservation Agreement), partially offset by increases in accounts receivables, and decreases in taxes payable.  The cash flow from operations during the corresponding period of fiscal year 2025 was related to the cash components of our net income and a $57.4 million unfavorable change in working capital, primarily as a result of increases in accounts receivables and inventory, partially offset by decreases in prepaid wafer balances (related to the Capacity Reservation Agreement), income taxes payable, and accounts payable and other accrued liabilities.       

Net cash used in investing activities was $20.7 million during the first nine months of fiscal year 2026 versus $111.2 million during the first nine months of fiscal year 2025.  The cash used in investing activities in the first nine months of fiscal year 2026 was related to net purchases of marketable securities of $8.3 million and capital expenditures and technology investments of $12.4 million.  The cash used in investing activities in the corresponding period in fiscal year 2025 was related to net purchases of marketable securities of $91.6 million and capital expenditures and technology investments of $19.6 million.

Net cash used in financing activities was $240.0 million during the first nine months of fiscal year 2026 and was primarily associated with stock repurchases for the period of $210.0 million. The cash used in financing activities during the first nine months of fiscal year 2025 of $179.1 million was primarily associated with stock repurchases during the period of $161.0 million.

Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential future acquisitions of companies or technologies, inventory build, and commitments under the Capacity Reservation Agreement with GlobalFoundries (discussed further in Note 12 - Commitments and Contingencies of the Notes to the Consolidated Condensed Financial Statements). We believe our expected future cash earnings, existing cash, cash equivalents, investment balances, and available borrowings under our Revolving Credit Facility will be sufficient to meet our capital requirements both domestically and internationally, in the short-term (i.e. the next 12 months) and in the long-term, although we could be required, or could elect, to seek additional funding prior to that time.
Revolving Credit Facility

On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026 (the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s material domestic subsidiaries (“Subsidiary Guarantors”). The Revolving Credit Facility is secured by substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.

On March 20, 2023, the Company, entered into the First Amendment (the “Amendment”) to its Second Amended Credit Agreement, with the lending institutions party thereto and Wells Fargo Bank, National Association, as administrative agent. The Amendment updates the benchmark interest rate provisions to replace LIBOR with Term SOFR, for the purposes of calculating interest under the terms of the Second Amended Credit Agreement.

21

As of December 27, 2025, the Company had no amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Second Amended Credit Agreement.  

See Note 8 — Revolving Credit Facility of the Notes to the Consolidated Condensed Financial Statements for additional information including material terms and related covenants.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks associated with interest rates on our debt securities, currency movements on non-functional currency assets and liabilities, and the effect of market factors on the value of our marketable securities.  We assess these risks on a regular basis and have established policies that are designed to protect against the adverse effects of these and other potential exposures. We use forward contracts to manage exposure to foreign currency exchange risk attributable to certain non-U.S. dollar balance sheet exposures. Gains and losses from these foreign currency forward contracts are recognized currently in earnings along with the gains and losses resulting from remeasuring the underlying exposures.  Information about our market risks as of December 27, 2025, does not materially differ from the description of our market risks included in “Part II – Item 7A – Quantitative and Qualitative Disclosures about Market Risk” within our fiscal year 2025 Annual Report on Form 10-K filed with the Commission on May 23, 2025. For related financial statement impact see Note 5 - Derivative Financial Instruments of the Notes to the Consolidated Condensed Financial Statements.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer (CEO) and chief financial officer (CFO), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. 
Based upon the evaluation, our management, including our CEO and CFO, has concluded that our disclosure controls and procedures were effective as of December 27, 2025.

Changes in control over financial reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended December 27, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Information regarding legal proceedings to which the Company is a party is set forth in Note 13 – Legal Matters to our unaudited consolidated condensed financial statements and is incorporated herein by reference. 

ITEM 1A. RISK FACTORS

In evaluating all forward-looking statements, you should specifically consider risk factors that may cause actual results to vary from those contained in the forward-looking statements.  Various risk factors associated with our business are included in our Annual Report on Form 10-K for the year ended March 29, 2025, as filed with the Commission on May 23, 2025, and available at www.sec.gov.  Other than as set forth below, there have been no material changes to those risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025.

22

We depend on a limited number of customers and distributors for a substantial portion of our sales, and the loss of, or a significant reduction in orders from, or pricing on products sold to, any key customer or distributor could significantly reduce our sales and our profitability.

While we generate sales from a broad base of customers worldwide, the loss of any of our key customers, or a significant reduction in sales or selling prices to any key customer, or reductions in selling prices made to retain key customer relationships, would significantly reduce our revenue, margins and earnings and adversely affect our business.  For the third quarter of fiscal years 2026 and 2025, our ten largest end customers represented approximately 97 percent and 96 percent of our net sales, respectively. For each of the first nine months of fiscal years of 2026 and 2025, our ten largest end customers represented approximately 96 percent of our net sales. We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 94 percent and 91 percent of the Company’s total net sales for the third quarter of fiscal years 2026 and 2025, respectively, and 90 percent for each of the first nine months of fiscal years of 2026 and 2025.  No other end customer or distributor represented more than 10 percent of net sales for the three or nine months ended December 27, 2025, or December 28, 2024.


We may not be able to maintain or increase sales to certain of our key customers for a variety of reasons, including:

- most of our customers can stop incorporating our products into their own products with limited notice to us and suffer little or no penalty;

- our agreements with our customers typically do not require them to purchase a minimum quantity of our products;

- many of our customers have pre-existing or concurrent relationships with our current or potential competitors that may affect the customers’ decisions to purchase our products;

- many of our customers have sufficient resources to internally develop technology solutions and semiconductor components that could replace the products that we currently supply in our customers’ end products;

- our customers face intense competition from other manufacturers that do not use our products;

- our customers may be subject to investigations and litigation that could result in injunctive or other relief that negatively impacts sales of their products, which in turn would result in a decrease in demand for our products;

- our customers regularly evaluate alternative sources of supply in order to diversify their supplier base, which increases their negotiating leverage with us and their ability to either obtain or dual-source components from other suppliers; and

- our current customers may be hesitant in some cases to award new business to us based on their desire to manage their supply chain risks around any potential over-dependence on a supplier or supply chain.

In addition, our dependence on a limited number of key customers may make it easier for them to demand favorable commercial terms or to pressure us on price reductions or to not accept price increases resulting from unexpected or additional cost increases or fees associated with our suppliers. We have experienced pricing pressure from certain key customers, and we expect that the average selling prices ("ASPs") for certain of our products will decline from time to time, potentially reducing our revenue, margins, and earnings.

Our key customer relationships often require us to develop new products that may involve significant technological challenges. Our customers frequently place considerable pressure on us to meet tight development schedules. In addition, we have entered, and may again enter in the future, into customer agreements providing for exclusivity periods during which we may only sell specified products or technology to a specific customer. Even without exclusivity periods, the products that we develop are often specific to our customer's system architecture and frequently cannot be sold to other customers. Accordingly, we have in the past and may in the future devote a substantial amount of resources to strategic relationships, which could detract from or delay our completion of other important development projects or the development of next-generation products and technologies. Notwithstanding our efforts, our customers are not always obligated to purchase new products that we develop for them, and their failure to do so could have a material effect on our operating results, financial condition, and cash flows.

Our reliance on certain customers may continue to increase, which could heighten the risks associated with having key
23

customers, including making us more vulnerable to significant reductions in revenue, margins, and earnings; pricing pressure; and other adverse effects on our business.

If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market, or sell our products or successfully manage our business.

Competition for highly qualified personnel in our industry, particularly for employees with technical backgrounds, is intense. Some companies in our industry have adopted flexible remote work arrangements that provide more flexibility than our working arrangements, which may put us at a competitive disadvantage for talent. Accordingly, we expect competition for qualified personnel to continue to be intense because there are a limited number of individuals in the job market with the skills that we and our competitors require.

There also is a risk that changes in immigration laws and regulations, or their administration or enforcement, can impair our ability to attract and retain qualified engineering personnel. In the U.S., where a significant portion of our research and development teams are located, tightening of immigration controls may adversely affect the employment status of non-U.S. engineers and other key technical employees or further impact our ability to hire new non-U.S. employees. Moreover, certain immigration policies in the U.S. may make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities in the U.S. and abroad, additionally limiting the pool of available talent.

In December, the Department of Homeland Security finalized regulations amending the H-1B registration and selection process to implement a weighted lottery system based on wage levels. Under the finalized rules, registrations for positions offering higher wages receive proportionally greater chances of selection, while positions with lower wage levels receive fewer entries. This weighting system favors higher-paid positions and may adversely affect employers, like us, that seek to hire early-career or entry-level engineers who typically qualify at lower wage levels. As a result, the rules may further limit our access to qualified foreign technical talent and increase uncertainty in our ability to secure H-1B employees in the United States.

There are significant costs to the Company associated with attracting and retaining qualified personnel in key technology positions. Recruiting and employee costs, such as cash and stock-based compensation, have increased relative to historic levels and may continue to increase, which could adversely affect our results of operations. Further, the loss of the services of key personnel or our inability to hire new personnel with the requisite skills or to assimilate talent could restrict our ability to develop new products or timely enhance existing products, sell products to our customers, or manage our business effectively.



We could be subject to changes in tax laws, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities.

We are subject to taxes in the U.S. and numerous foreign jurisdictions, including the United Kingdom (“U.K.”), where a number of our subsidiaries are organized. Due to economic and political conditions, tax laws in various jurisdictions may be subject to significant change. For example, many countries have started to implement legislation and other guidance to align their international tax rules with the Organization of Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including implementation of a global minimum tax (“Pillar Two”). These and other changes in tax laws and regulations may impact both our international and domestic tax liabilities and result in increased complexity and uncertainty and may adversely affect our provision for income taxes. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. If our effective tax rates were to increase, particularly in the U.S. or the U.K., or if the ultimate determination of taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows, and financial condition could be adversely affected.

Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities. Our estimates of future taxable income and the regional mix of this income can change as new information becomes available. Any such changes in our estimates or assumptions can significantly impact our tax provision in a given period. For discussion of our income taxes, see Note 10 - Income Taxes, of the Notes to Consolidated Financial Statements contained in Part I, Item 1.

We are also subject to the examination of our tax returns and other tax matters by the U.S Internal Revenue Service
24

(“IRS”) and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations.

The Company’s fiscal year 2017, 2018, and 2019 federal income tax returns are under examination by the IRS. The IRS has proposed adjustments that would increase U.S. taxable income related to transfer pricing matters with respect to our U.S. and U.K. affiliated companies. The final Revenue Agent’s Report asserted additional tax of approximately $168.3 million, excluding interest, and imposing penalties of approximately $63.7 million. We do not agree with the IRS’s positions and we continue to vigorously dispute the proposed adjustments, including through ongoing discussions as part of the administrative process with the IRS Independent Office of Appeals. If an acceptable outcome cannot be reached with IRS Appeals, we are prepared to pursue judicial remedies, which could take a number of years to resolve. Although the final resolution of these matters is uncertain, the Company believes adequate amounts have been reserved for any adjustments to the provision for income taxes that may ultimately result. However, the ultimate amount of assessed tax, interest, and penalties, if any, could be material and may have an adverse impact on our financial position, results of operations, and cash flows in future periods.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 27, 2025 (in thousands, except per share amounts):

Monthly PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
September 28, 2025 - October 25, 2025— $— — $414,122 
October 26, 2025 - November 22, 2025586 $118.34 586 $344,813 
November 23, 2025 - December 27, 20256 $117.37 6 $344,142 
Total592 $118.33 592 $344,142 


(1) As of December 27, 2025, the Company has one active share repurchase authorization, the $500 million in share repurchases authorized by the Board of Directors in March 2025. Share repurchases are to be funded from existing cash and intended to be effected from time to time in accordance with applicable securities laws through the open market, including pursuant to a Rule 10b5-1 trading plan, or in privately negotiated transactions. The timing of repurchases and the actual amount purchased depend on a variety of factors including general market and economic conditions and other corporate considerations. The authorization does not have an expiration date, does not obligate the Company to repurchase any particular amount of common stock, and may be modified or suspended at any time at the Company's discretion. The Company's repurchases reflected in the table above were made in the open market and were funded from existing cash. All shares of our common stock that were repurchased were retired as of December 27, 2025.

The Company's net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act, which is included as a reduction to accumulated earnings in the Consolidated Condensed Statements of Stockholders' Equity. Disclosure of repurchased amounts and related average costs exclude the impact of excise taxes.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

25



ITEM 5.  OTHER INFORMATION

Trading Arrangements

The following table details contracts, instructions and written plans for the purchase or sale of securities, which were entered into during the third quarter of fiscal year 2026. None of our directors or Section 16 officers entered into or terminated a non-Rule 10b5-1 trading arrangement during the third quarter of fiscal year 2026.

Name and TitleAction
Trading Arrangement (1)
Date of AdoptionExpiration Date
Aggregate Number of Securities to be Purchased or Sold Pursuant to the Trading Arrangement (2)
Scott ThomasAdoptionRule 10b5-1(c)November 14, 2025November 06, 2026
up to 19,123 to be sold
EVP, General Counsel
(1) Except as indicated by footnote, each trading arrangement marked as “Rule 10b5-1(c)” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.
(2) Includes shares to be acquired upon the exercise of employee stock options.

ITEM 6.  EXHIBITS

The following exhibits are filed as part of or incorporated by reference into this Report:

NumberDescription
3.1
3.2
31.1
31.2
32.1*
32.2*
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
1.Incorporated by reference to Exhibit 2 to the Registrant’s Definitive Proxy Statement filed with the Commission on June 3, 2024 (Registration No. 000-17795).
2.Incorporated by reference from Registrant’s Report on Form 8-K filed with the Commission on March 8, 2023 (Registration No. 000-17795).

*    The certifications attached as Exhibits 32.1 and 32.2 accompanying this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
26






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CIRRUS LOGIC, INC.
Date:February 3, 2026/s/ Jeff Woolard
Jeff Woolard
Chief Financial Officer
27

CERTIFICATION
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John M. Forsyth, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cirrus Logic, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:February 3, 2026/s/ John M. Forsyth
John M. Forsyth
President and Chief Executive Officer

CERTIFICATION
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeff Woolard, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cirrus Logic, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:February 3, 2026/s/ Jeff Woolard
Jeff Woolard
Chief Financial Officer

Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cirrus Logic, Inc. (the “Company”) on Form 10-Q for the period ended December 27, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Forsyth, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
Date:February 3, 2026/s/ John M. Forsyth
John M. Forsyth
President and Chief Executive Officer

Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cirrus Logic, Inc. (the “Company”) on Form 10-Q for the period ended December 27, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeff Woolard, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
Date:February 3, 2026/s/ Jeff Woolard
Jeff Woolard
Chief Financial Officer