CIRRUS LOGIC, INC.
For the period ended Sep 26, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2026 · Filed Nov 4, 2026
Contents
Item 1. Financial Statements
| Consolidated Condensed Balance Sheets - September 26, 2026 (unaudited) and March 28, 2026 | 3 | |
| Consolidated Condensed Statements of Income (unaudited) - Three and Six Months Ended September 26, 2026 and September 27, 2025 | 4 | |
| Consolidated Condensed Statements of Comprehensive Income (unaudited) - Three and Six Months Ended September 26, 2026 and September 27, 2025 | 5 | |
| Consolidated Condensed Statements of Cash Flows (unaudited) - Six Months Ended September 26, 2026 and September 27, 2025 | 6 | |
| Consolidated Condensed Statements of Stockholders' Equity (unaudited) - Three and Six Months Ended September 26, 2026 and September 27, 2025 | 7 | |
| Notes to Consolidated Condensed Financial Statements (unaudited) | 8 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 17 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 23 |
| Item 4. | Controls and Procedures | 23 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 23 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 |
| Item 3. | Defaults Upon Senior Securities | 28 |
| Item 4. | Mine Safety Disclosures | 28 |
| Item 5. | Other Information | 28 |
| Item 6. | Exhibits | 29 |
| Signatures | 30 | |
Part I. FINANCIAL INFORMATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
| September 26, | March 28, | |
|---|---|---|
| 2026 | 2026 | |
| (unaudited) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $720,124 | $800,930 |
| Marketable securities | 31,923 | 86,697 |
| Accounts receivable, net | 365,753 | 220,149 |
| Inventories | 271,198 | 240,871 |
| Prepaid assets | 47,080 | 47,587 |
| Prepaid wafers | — | 14,733 |
| Other current assets | 27,815 | 22,741 |
| Total current assets | 1,463,893 | 1,433,708 |
| Long-term marketable securities | 324,387 | 266,160 |
| Right-of-use lease assets | 113,552 | 120,676 |
| Property and equipment, net | 151,549 | 143,975 |
| Intangibles, net | 17,470 | 20,727 |
| Goodwill | 435,936 | 435,936 |
| Deferred tax assets | 44,851 | 49,824 |
| Other assets | 37,769 | 18,368 |
| Total assets | $2,589,407 | $2,489,374 |
| Liabilities and Stockholders' Equity | ||
| Current liabilities: | ||
| Accounts payable | $104,407 | $80,645 |
| Accrued salaries and benefits | 55,442 | 52,723 |
| Software license agreements | 16,586 | 22,229 |
| Current lease liabilities | 21,863 | 19,872 |
| Other accrued liabilities | 30,193 | 19,187 |
| Total current liabilities | 228,491 | 194,656 |
| Long-term liabilities: | ||
| Non-current lease liabilities | 105,871 | 114,105 |
| Non-current income taxes | 48,031 | 46,721 |
| Software license agreements and other | 14,846 | 5,896 |
| Total long-term liabilities | 168,748 | 166,722 |
| Stockholders' equity: | ||
| Capital stock | 1,986,816 | 1,945,958 |
| Accumulated earnings | 211,034 | 184,881 |
| Accumulated other comprehensive loss | (5,682) | (2,843) |
| Total stockholders' equity | 2,192,168 | 2,127,996 |
| Total liabilities and stockholders' equity | $2,589,407 | $2,489,374 |
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share amounts; unaudited)
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, | September 27, | September 26, | September 27, | |
| 2026 | 2025 | 2026 | 2025 | |
| Net sales | $559,462 | $560,960 | $1,019,185 | $968,232 |
| Cost of sales | 258,909 | 266,586 | 476,778 | 459,828 |
| Gross profit | 300,553 | 294,374 | 542,407 | 508,404 |
| Operating expenses | ||||
| Research and development | 123,341 | 110,021 | 238,354 | 212,913 |
| Selling, general and administrative | 44,840 | 39,589 | 87,246 | 78,333 |
| Total operating expenses | 168,181 | 149,610 | 325,600 | 291,246 |
| Income from operations | 132,372 | 144,764 | 216,807 | 217,158 |
| Interest income | 9,929 | 8,938 | 20,335 | 17,779 |
| Interest expense | (257) | (243) | (581) | (462) |
| Other expense | (62) | (63) | (425) | (451) |
| Income before income taxes | 141,982 | 153,396 | 236,136 | 234,024 |
| Provision for income taxes | 27,243 | 21,800 | 44,546 | 41,731 |
| Net income | $114,739 | $131,596 | $191,590 | $192,293 |
| Basic earnings per share | $2.30 | $2.57 | $3.81 | $3.74 |
| Diluted earnings per share | $2.23 | $2.48 | $3.69 | $3.61 |
| Basic weighted average common shares outstanding | 49,902 | 51,175 | 50,226 | 51,451 |
| Diluted weighted average common shares outstanding | 51,481 | 53,054 | 51,907 | 53,195 |
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, | September 27, | September 26, | September 27, | |
| 2026 | 2025 | 2026 | 2025 | |
| Net income | $114,739 | $131,596 | $191,590 | $192,293 |
| Other comprehensive income (loss), before tax | ||||
| Foreign currency translation gain (loss) | 525 | (209) | 483 | 560 |
| Unrealized gain (loss) on marketable securities | (4,114) | 267 | (4,205) | 509 |
| Benefit (provision) for income taxes | 864 | (56) | 883 | (107) |
| Comprehensive income | $112,014 | $131,598 | $188,751 | $193,255 |
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||
|---|---|---|
| September 26, | September 27, | |
| 2026 | 2025 | |
| Cash flows from operating activities: | ||
| Net income | $191,590 | $192,293 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 26,747 | 25,877 |
| Stock-based compensation expense | 38,862 | 41,406 |
| Deferred income taxes | 5,857 | 1,532 |
| Other non-cash adjustments | 289 | 52 |
| Net change in operating assets and liabilities: | ||
| Accounts receivable | (145,604) | (139,388) |
| Inventories | (30,327) | 62,683 |
| Prepaid wafers | 14,733 | 23,016 |
| Other assets | (14,313) | (6,471) |
| Accounts payable and other accrued liabilities | 31,400 | 20,645 |
| Income taxes payable | (4,200) | (13,300) |
| Net cash provided by operating activities | 115,034 | 208,345 |
| Cash flows from investing activities: | ||
| Maturities and sales of available-for-sale marketable securities | 128,695 | 62,742 |
| Purchases of available-for-sale marketable securities | (136,353) | (69,606) |
| Purchases of property, equipment and software | (23,561) | (6,506) |
| Investments in technology | (586) | (774) |
| Net cash used in investing activities | (31,805) | (14,144) |
| Cash flows from financing activities: | ||
| Debt issuance costs | (2,057) | — |
| Net proceeds from the issuance of common stock | 1,996 | 1,950 |
| Repurchase of stock to satisfy employee tax withholding obligations | (3,976) | (2,310) |
| Repurchase and retirement of common stock | (159,998) | (139,985) |
| Net cash used in financing activities | (164,035) | (140,345) |
| Net (decrease) increase in cash and cash equivalents | (80,806) | 53,856 |
| Cash and cash equivalents at beginning of period | 800,930 | 539,620 |
| Cash and cash equivalents at end of period | $720,124 | $593,476 |
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
| Common Stock · Additional Paid-In Capital · Accumulated Earnings (Deficit) · Accumulated Other Comprehensive Loss · Total | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended · Shares · Amount | ||||||
| Balance, June 28, 2025 | 51,314 | $51 | $1,881,421 | $49,035 | $(223) | $1,930,284 |
| Net income | — | — | — | 131,596 | — | 131,596 |
| Change in unrealized gain (loss) on marketable securities, net of tax | — | — | — | — | 211 | 211 |
| Change in foreign currency translation adjustments | — | — | — | — | (209) | (209) |
| Issuance of stock under stock option plans and other, net of shares withheld for employee taxes | 66 | — | 1,569 | (1,262) | — | 307 |
| Repurchase and retirement of common stock | (362) | — | — | (40,344) | — | (40,344) |
| Stock-based compensation | — | — | 20,597 | — | — | 20,597 |
| Balance, September 27, 2025 | 51,018 | $51 | $1,903,587 | $139,025 | $(221) | $2,042,442 |
| Balance, June 27, 2026 | 50,445 | $50 | $1,967,825 | $224,213 | $(2,957) | $2,189,131 |
| Net income | — | — | — | 114,739 | — | 114,739 |
| Change in unrealized gain (loss) on marketable securities, net of tax | — | — | — | — | (3,250) | (3,250) |
| Change in foreign currency translation adjustments | — | — | — | — | 525 | 525 |
| Issuance of stock under stock option plans and other, net of shares withheld for employee taxes | 40 | — | 669 | (1,202) | — | (533) |
| Repurchase and retirement of common stock | (992) | (1) | — | (126,716) | — | (126,717) |
| Stock-based compensation | — | — | 18,273 | — | — | 18,273 |
| Balance, September 26, 2026 | 49,493 | $49 | $1,986,767 | $211,034 | $(5,682) | $2,192,168 |
| Six Months Ended | ||||||
| Balance, March 29, 2025 | 52,291 | $52 | $1,860,229 | $90,351 | $(1,183) | $1,949,449 |
| Net income | — | — | — | 192,293 | — | 192,293 |
| Change in unrealized gain (loss) on marketable securities, net of tax | — | — | — | — | 402 | 402 |
| Change in foreign currency translation adjustments | — | — | — | — | 560 | 560 |
| Issuance of stock under stock option plans and other, net of shares withheld for employee taxes | 103 | — | 1,952 | (2,311) | — | (359) |
| Repurchase and retirement of common stock | (1,376) | (1) | — | (141,308) | — | (141,309) |
| Stock-based compensation | — | — | 41,406 | — | — | 41,406 |
| Balance, September 27, 2025 | 51,018 | $51 | $1,903,587 | $139,025 | $(221) | $2,042,442 |
| Balance, March 28, 2026 | 50,596 | $51 | $1,945,907 | $184,881 | $(2,843) | $2,127,996 |
| Net income | — | — | — | 191,590 | — | 191,590 |
| Change in unrealized gain (loss) on marketable securities, net of tax | — | — | — | — | (3,322) | (3,322) |
| Change in foreign currency translation adjustments | — | — | — | — | 483 | 483 |
| Issuance of stock under stock option plans and other, net of shares withheld for employee taxes | 100 | — | 1,998 | (3,976) | — | (1,978) |
| Repurchase and retirement of common stock | (1,203) | (2) | — | (161,461) | — | (161,463) |
| Stock-based compensation | — | — | 38,862 | — | — | 38,862 |
| Balance, September 26, 2026 | 49,493 | $49 | $1,986,767 | $211,034 | $(5,682) | $2,192,168 |
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
- 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 28, 2026, included in our Annual Report on Form 10-K filed with the Commission on May 21, 2026. 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.
- Recently Issued Accounting Pronouncements
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.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), to improve the financial accounting disclosure of environmental credits and environmental credit obligations, providing recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The guidance is to be applied retrospectively. The Company is currently evaluating the impact of this guidance on financial statement disclosures.
- Marketable Securities
The Company’s investments have been classified as available-for-sale securities in accordance with U.S. GAAP. Marketable securities are initially 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.
The following table is a summary of available-for-sale securities at September 26, 2026 (in thousands):
| As of September 26, 2026 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | EstimatedFair Value(Net CarryingAmount) |
|---|---|---|---|---|
| Corporate debt securities | $354,407 | $28 | $(5,080) | $349,355 |
| U.S. Treasury securities | 7,110 | — | (155) | 6,955 |
| Total securities | $361,517 | $28 | $(5,235) | $356,310 |
The Company typically invests in highly-rated securities with original maturities generally ranging fromone tothree years. The Company's specifically identified gross unrealized losses were $5.2 million related to securities with total amortized costs of approximately $337.2 million at September 26, 2026. There were no securities in a continuous unrealized loss position for more than 12 months as of September 26, 2026. 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 September 26, 2026, 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 28, 2026 (in thousands):
| As of March 28, 2026 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | EstimatedFair Value(Net CarryingAmount) |
|---|---|---|---|---|
| Corporate debt securities | $353,190 | 593 | $(1,598) | $352,185 |
| U.S. Treasury securities | 669 | 3 | — | 672 |
| Total securities | $353,859 | $596 | $(1,598) | $352,857 |
The Company's specifically identified gross unrealized losses of $1.6 million related to securities with total amortized costs of approximately $197.4 million at March 28, 2026. There were no securities in a continuous unrealized loss position for more than 12 months as of March 28, 2026. As of March 28, 2026, 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):
| September 26, 2026 | March 28, 2026 | |||
|---|---|---|---|---|
| Amortized | Estimated | Amortized | Estimated | |
| Cost | Fair Value | Cost | Fair Value | |
| Within 1 year | $31,928 | $31,923 | $86,371 | $86,697 |
| After 1 year | 329,589 | 324,387 | 267,488 | 266,160 |
| Total | $361,517 | $356,310 | $353,859 | $352,857 |
- 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).
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”). As of September 26, 2026, there areno amounts drawn under the facility and the fair value iszero.
As of September 26, 2026 and March 28, 2026, 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 and six months ended September 26, 2026.
The following summarizes the fair value of our financial instruments at September 26, 2026 (in thousands):
| Quoted Pricesin ActiveMarkets forIdenticalAssetsLevel 1 | SignificantOtherObservableInputsLevel 2 | SignificantUnobservableInputsLevel 3 | Total | |
|---|---|---|---|---|
| Assets: | ||||
| Cash equivalents | ||||
| Money market funds | $361,792 | $— | $— | $361,792 |
| Available-for-sale securities | ||||
| Corporate debt securities | $— | $349,355 | $— | $349,355 |
| U.S. Treasury securities | 6,955 | — | — | 6,955 |
| $6,955 | $349,355 | $— | $356,310 | |
The following summarizes the fair value of our financial instruments at March 28, 2026 (in thousands):
| Quoted Pricesin ActiveMarkets forIdenticalAssetsLevel 1 | SignificantOtherObservableInputsLevel 2 | SignificantUnobservableInputsLevel 3 | Total | |
|---|---|---|---|---|
| Assets: | ||||
| Cash equivalents | ||||
| Money market funds | $748,675 | $— | $— | $748,675 |
| Available-for-sale securities | ||||
| Corporate debt securities | $— | $352,185 | $— | $352,185 |
| U.S. Treasury securities | 672 | — | — | 672 |
| $672 | $352,185 | $— | $352,857 | |
- 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 expense” in the Consolidated Condensed Statements of Income. The Company does not apply hedge accounting to these foreign currency derivative instruments.
As of September 26, 2026, the Company heldone foreign currency forward contract denominated in British Pound Sterling with a notional value of $13.8 million. The fair value of this contract was not material as of September 26, 2026.
The before-tax effect of derivative instruments not designated as hedging instruments was as follows (in thousands):
| Three Months Ended · Six Months Ended | |||||
|---|---|---|---|---|---|
| September 26, · September 27, · September 26, · September 27, | |||||
| 2026 | 2025 | 2026 | 2025 | Location | |
| Gain (loss) recognized in income: | |||||
| Foreign currency forward contracts | $145 | $(266) | $(254) | $898 | Other expense |
- Accounts Receivable, net
The following are the components of accounts receivable, net (in thousands):
| September 26, | March 28, | |
|---|---|---|
| 2026 | 2026 | |
| Gross accounts receivable | $365,753 | $220,149 |
| Allowance for doubtful accounts | — | — |
| Accounts receivable, net | $365,753 | $220,149 |
- Inventories
Inventories are comprised of the following (in thousands):
| September 26, | March 28, | |
|---|---|---|
| 2026 | 2026 | |
| Work in process | $211,488 | $162,533 |
| Finished goods | 59,710 | 78,338 |
| $271,198 | $240,871 |
- Revolving Credit Facility
On May 4, 2026, the Company entered into a third amended and restated credit agreement (the “Third Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which amended and restated the Second Amended Credit Agreement. The Third Amended Credit Agreement provides for a $350 million senior secured revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility matures on May 4, 2031 (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.
Borrowings under the Revolving Credit Facility may, at Cirrus Logic’s election, bear interest, at either (a) a base rate plus the applicable margin ("Base Rate Loans") or (b) the forward-looking term rate based on the secured overnight financing rate ("Term SOFR") plus the applicable margin ("SOFR Loans"). 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 Third 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. Further, the Third Amended Credit Agreement 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. The Revolving Credit Facility also contains certain financial covenants providing that (a) the ratio of consolidated funded indebtedness (minus up to $300 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 3.50 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”).
As of September 26, 2026, the Company hadno amounts outstanding under the Revolving Credit Facility and was in compliance with all covenants under the Third Amended Credit Agreement.
- 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”).
Total net sales based on the product line disaggregation criteria described above are shown in the table below (in thousands).
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, | September 27, | September 26, | September 27, | |
| 2026 | 2025 | 2026 | 2025 | |
| Audio Products | $314,509 | $318,214 | $563,544 | $558,257 |
| HPMS Products | 244,953 | 242,746 | 455,641 | 409,975 |
| $559,462 | $560,960 | $1,019,185 | $968,232 | |
Geographic Area
See the Company's geographic details of revenue in Note 15 - Segment Information.
- 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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, | September 27, | September 26, | September 27, | |
| 2026 | 2025 | 2026 | 2025 | |
| Income before income taxes | $141,982 | $153,396 | $236,136 | $234,024 |
| Provision for income taxes | $27,243 | $21,800 | $44,546 | $41,731 |
| Effective tax rate | 19.2% | 14.2% | 18.9% | 17.8% |
Income tax expense was $27.2 million and $21.8 million for the second quarters of fiscal years 2027 and 2026, respectively, resulting in effective tax rates of 19.2 percent and 14.2 percent, respectively. Income tax expense for the first six months of fiscal years 2027 and 2026 was $44.5 million and $41.7 million, respectively, resulting in effective tax rates of 18.9 percent and 17.8 percent, respectively.
The effective tax rates for all periods presented were lower than the statutory rate, primarily due to the effect of income in foreign jurisdictions taxed below the federal statutory rate, offset by certain nondeductible items. All periods presented were favorably impacted by the legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), enacted in the second quarter of fiscal year 2026, which permanently eliminated the requirement to capitalize U.S. R&D expenditures effective from the beginning of fiscal year 2026.
The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns. At September 26, 2026, 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 the Consolidated Condensed Balance Sheets. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of September 26, 2026, the balance of accrued interest and penalties, net of tax, was $16.0 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 2023 through 2026 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.
- 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 outstanding equity awards.
The following table details the calculation of basic and diluted earnings per share for the three and six months ended September 26, 2026 and September 27, 2025 (in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, | September 27, | September 26, | September 27, | |
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net income | $114,739 | $131,596 | $191,590 | $192,293 |
| Denominator: | ||||
| Weighted average shares outstanding | 49,902 | 51,175 | 50,226 | 51,451 |
| Effect of dilutive securities | 1,579 | 1,879 | 1,681 | 1,744 |
| Weighted average diluted shares | 51,481 | 53,054 | 51,907 | 53,195 |
| Basic earnings per share | $2.30 | $2.57 | $3.81 | $3.74 |
| Diluted earnings per share | $2.23 | $2.48 | $3.69 | $3.61 |
The weighted outstanding shares excluded from our diluted calculation for the three and six months ended September 26, 2026 were 100 thousand and 73 thousand, respectively, as the shares were anti-dilutive. The weighted outstanding shares excluded from our diluted calculation for the three and six months ended September 27, 2025 were 65 thousand and 252 thousand, respectively, as the shares were anti-dilutive.
- Commitments and Contingencies
Capacity Reservation Agreement
On June 30, 2026, the Company entered into a new Capacity Reservation and Wafer Supply Commitment Agreement (the “Commitment Agreement”) with GlobalFoundries to provide the Company a wafer capacity commitment and wafer pricing for Company products for calendar years 2027-2028 (the “Period”). The Commitment Agreement requires GlobalFoundries to provide, and the Company to purchase, a defined number of wafers on a quarterly basis for the Period, subject to certain shortfall provisions. The Company currently estimates that it will purchase at least approximately $600 million of wafers from
GlobalFoundries over the period of calendar years 2027 and 2028 under the Commitment Agreement. There are no remaining wafer commitments under the July 28, 2021 Capacity Reservation Agreement with GlobalFoundries.
Purchase Commitments
We rely primarily on third-party foundries for our wafer manufacturing needs. With the exception of the terms of the Commitment Agreement described above, generally, our foundry agreements do not have volume purchase commitments and primarily provide for purchase commitments based on purchase orders. Cancellation fees or other charges may apply and are generally dependent upon whether wafers have been started or the stage of the manufacturing process at which the notice of cancellation is given.
In addition to our wafer supply arrangements, we contract with third-party assembly vendors to package the wafer die into finished products. Assembly and test vendors provide fixed-cost-per-unit pricing, as is common in the semiconductor industry.
The Company's purchase commitments primarily include the Company's obligations to purchase wafers (including under the Commitment Agreement) and related assembly and testing services described above, in addition to future payments predominantly related to multi-year tool commitments.
Total future unconditional purchase commitments as of September 26, 2026, were as follows (in thousands):
| Fiscal Year | |
|---|---|
| Remainder of 2027 | $296,018 |
| 2028 | 369,713 |
| 2029 | 274,406 |
| 2030 | 17,593 |
| 2031 | 3,065 |
| Thereafter | 950 |
| Total | $961,745 |
- 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.
- Stockholders' Equity
Common Stock
The Company issued an immaterial number of shares of common stock during the three months ended September 26, 2026, and 0.1 million shares of common stock for the six months ended September 26, 2026 and three and six months ended September 27, 2025.
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 September 26, 2026, approximately$1.5 million is accrued related to this excise tax. Disclosure of repurchased amounts and related average costs exclude the impact of excise taxes.
In March 2025, the Board of Directors authorized the repurchase of up to$500 million of the Company's common stock. As of September 26, 2026, approximately $385.9 million of the Company's common stock has been repurchased, leaving approximately $114.1 million available for repurchase under the 2025 authorization. During the three months ended September 26, 2026, the Company repurchased 1.0 million shares of the Company's common stock for $125.5 million, at an average cost of $126.51 per share under the 2025 authorization. During the first six months ended September 26, 2026, the Company repurchased 1.2 million shares of the Company's common stock for $160.0 million, at an average cost of $132.99 per share under the 2025 authorization.
Additionally, subsequent to September 26, 2026, as of October 30, 2026, the Company utilized $18.6 million to repurchase 0.2 million shares at an average price of $108.67 under a Rule 10b5-1 trading plan.
- 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 inone reportable segment, but reports revenue intwo 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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |
| Personnel-related (1) | $101,777 | $91,148 | $200,817 | $179,467 |
| Product development (2) | 18,043 | 16,550 | 33,930 | 30,281 |
| Other segment items (3) | 48,361 | 41,912 | 90,853 | 81,498 |
| Total Operating Expense | $168,181 | $149,610 | $325,600 | $291,246 |
(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, IT and facilities-related costs, depreciation and amortization, professional fees, and other operating expenses, offset by the benefit received from research and development expenditure credits.
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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |
| China | $329,521 | $302,950 | $546,231 | $492,905 |
| India | 80,328 | 69,765 | 163,593 | 145,194 |
| Vietnam | 70,905 | 57,464 | 125,643 | 93,727 |
| Hong Kong | 40,482 | 69,335 | 96,911 | 118,510 |
| South Korea | 16,413 | 34,238 | 40,022 | 67,131 |
| United States | 4,201 | 3,033 | 9,745 | 7,681 |
| Rest of World | 17,612 | 24,175 | 37,040 | 43,084 |
| Total consolidated sales | $559,462 | $560,960 | $1,019,185 | $968,232 |
- Subsequent Events
On October 6, 2026, the Company acquired 100% of the authorized, issued and outstanding capital of INVENTVM Semiconductor S.r.l. (“INVENTVM”), a privately held fabless semiconductor company based in Italy, specializing in mixed-signal power management and audio integrated circuits. The acquisition is not material to the Company’s consolidated financial statements and will be accounted for as a business combination beginning in the third quarter of fiscal year 2027.
On October 26, 2026, the Board of Directors authorized the repurchase of up to an additional $500 million of the Company's common stock. This authorization is in addition to the approximately $114.1 million that remained available under the March 2025 authorization as of September 26, 2026 (see Note 14 - Stockholders' Equity). Repurchases may be made from time to time through open market purchases, including under Rule 10b5-1 trading plans, or in privately negotiated transactions, and will be funded from existing cash. The authorization has no expiration date and may be modified or suspended at any time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.