Analog Devices (NASDAQ: ADI) posts 40% sales jump, 163% EPS gain
Analog Devices, Inc. (ADI) reports very strong results for the quarter and nine months ended August 1, 2026, with broad-based growth across end markets. Quarterly revenue was $4.02 billion, up 40% year over year, and nine‑month revenue reached $10.81 billion, up 36%. Gross margin improved to 67.3% in the quarter and 66.6% year‑to‑date, reflecting higher factory utilization and favorable product mix.
Quarterly net income rose to $1.34 billion (up 158%), with diluted EPS of $2.74 versus $1.04 a year earlier; nine‑month net income was $3.35 billion and diluted EPS $6.83. Operating cash flow for the nine months was $3.84 billion (36% of revenue). ADI closed the $1.5 billion acquisition of Empower Semiconductor, recording about $1.0 billion of goodwill and $0.6 billion of mainly technology‑based intangibles.
Cash, cash equivalents and short‑term investments totaled about $2.33 billion, against total debt of $9.22 billion, including $1.01 billion of commercial paper. The company repurchased roughly 2.88 million shares in the quarter at an average price of $398.07 and has $7.4 billion remaining under its buyback authorization. A quarterly dividend of $1.10 per share was declared, expected to total about $533 million. ADI also highlights an IRS transfer‑pricing assessment of approximately $267 million, which it disputes but notes could materially affect future tax expense if the IRS position ultimately prevails.
Positive
- Revenue and earnings surged: quarterly revenue grew 40% and nine‑month revenue 36%, while quarterly net income rose 158% and diluted EPS 163% year over year.
- Margins expanded significantly: gross margin reached 67.3% (vs. 62.1%) and net income margin improved to 33.3% from 18.0% in the quarter.
- Strong cash generation: nine‑month operating cash flow was $3.84 billion, equal to 36% of revenue, supporting buybacks and dividends.
- Strategic acquisition completed: ADI acquired Empower Semiconductor for about $1.5 billion, adding $1.0 billion of goodwill and $0.6 billion of power‑technology intangibles.
- Robust capital returns: ADI repurchased about 2.88 million shares in the quarter at an average $398.07 and declared a $1.10 per‑share dividend (~$533 million).
Negative
- Leverage remains sizable: total debt stands at $9.22 billion versus roughly $2.33 billion of cash and short‑term investments, including $1.01 billion of commercial paper.
- IRS transfer‑pricing assessment: the company reports an IRS assessment of about $267 million for 2018–2019 that it disputes but notes could materially increase future income tax expense and reduce net earnings if the IRS ultimately prevails.
Filing Explained
A $3.0 billion credit facility is available through July 1, 2027; a June cyber incident remains under investigation after disclosed file exfiltration.
As an unaudited quarterly report, this Form 10-Q reports that Analog Devices entered a
Together with the existing five-year agreement, the two revolving facilities provide aggregate capacity of up to
The filing also discloses that a June 2026 cybersecurity incident resulted in exfiltration of files from certain affected systems; operations were not interrupted, but the investigation into the nature and scope of the exfiltrated information remains ongoing.
Separately, CFO Richard C. Puccio, Jr. adopted a Rule 10b5-1 arrangement on
Key Figures
Quarterly Revenue: $4,021,899 thousand
Nine-Month Revenue: $10,805,627 thousand
Quarterly Net Income: $1,340,090 thousand
+5 more
8 metrics
Quarterly Revenue
$4,021,899 thousand
Three months ended August 1, 2026; up 40% year over year
Nine-Month Revenue
$10,805,627 thousand
Nine months ended August 1, 2026; up 36% year over year
Quarterly Net Income
$1,340,090 thousand
Three months ended August 1, 2026; up 158% year over year
Diluted EPS (Quarter)
$2.74
Three months ended August 1, 2026; was $1.04 a year earlier
Operating Cash Flow
$3,844,515 thousand
Nine months ended August 1, 2026; 36% of revenue
Total Debt
$9,222,181 thousand
Principal amount outstanding as of August 1, 2026
Share Repurchases (Quarter)
2,881,594 shares
Third quarter fiscal 2026 at an average price of $398.07
Remaining Buyback Authorization
$7,400,000 thousand
Amount available under stock repurchase program as of August 1, 2026
Key Terms
Global Repositioning Actions, Accumulated Other Comprehensive (Loss) Income, cash flow hedges, commercial paper notes, +2 more
6 terms
Global Repositioning Actions financial
"The Company recorded net special charges of $32.4 million as part of its Global Repositioning Actions"
Accumulated Other Comprehensive (Loss) Income financial
"The following table provides the changes in accumulated other comprehensive (loss) income (AOCI)"
Accumulated other comprehensive (loss) income is a running total on a company’s balance sheet that captures certain unrealized gains and losses that are excluded from regular profit and loss, such as currency translation shifts, some investment value changes, and pension plan adjustments. Think of it like value swings recorded in a side ledger for items not yet sold; it matters to investors because large or growing balances can signal hidden volatility or future effects on shareholders’ equity when those unrealized items are settled.
cash flow hedges financial
"Change in fair value of derivative instruments designated as cash flow hedges, net"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
commercial paper notes financial
"Given the short tenure of the Company’s commercial paper notes, the carrying value"
Short-term IOUs issued by companies to raise quick cash, typically for working capital or short-term obligations; they mature in days to months rather than years. Think of them like a company’s short-term promissory note to investors or money-market funds: they matter because their availability, interest rate and perceived safety signal a firm’s liquidity and credit health, and they offer investors a low-risk, short-duration place to park cash but carry some default risk.
Rule 10b5-1 trading arrangement regulatory
"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"
interest rate swap transactions financial
"The gain or loss on the Company’s interest rate swap transactions attributable to the hedged benchmark"
FAQ
How did Analog Devices (ADI) perform financially in the latest quarter ended August 1, 2026?
Analog Devices reported $4.02 billion in quarterly revenue, up 40% year over year, and net income of $1.34 billion. Diluted EPS was $2.74 versus $1.04 a year earlier, with gross margin improving to 67.3%.
What were Analog Devices (ADI) results for the first nine months of fiscal 2026?
For the first nine months, ADI generated $10.81 billion in revenue, up 36%, and net income of $3.35 billion. Diluted EPS was $6.83, and operating cash flow reached $3.84 billion, or 36% of revenue.
Which end markets drove Analog Devices (ADI) revenue growth in this 10-Q?
All end markets contributed, with Industrial revenue at $1.97 billion and Communications at $654.5 million for the quarter. Year over year, Communications grew 84%, Industrial 53%, Automotive 16%, and Consumer 6%.
What major acquisition did Analog Devices (ADI) complete in fiscal 2026?
On July 7, 2026, ADI acquired Empower Semiconductor for approximately $1.5 billion. The deal added about $1.0 billion of goodwill and $0.6 billion of primarily technology‑based intangible assets to ADI’s balance sheet.
How much debt and liquidity does Analog Devices (ADI) report in this 10-Q?
ADI reports total debt of $9.22 billion, including $1.01 billion in commercial paper. Cash, cash equivalents and short‑term investments total about $2.33 billion, giving the company substantial but leveraged funding capacity.
What dividends and share repurchases did Analog Devices (ADI) announce?
The board declared a quarterly cash dividend of $1.10 per share, expected to total about $533 million. During the quarter, ADI repurchased roughly 2.88 million shares at an average price of $398.07, with $7.4 billion remaining under its authorization.
What tax risk related to the IRS does Analog Devices (ADI) disclose?
ADI reports an IRS assessment of about $267 million for fiscal 2018–2019 tied to transfer pricing with a foreign subsidiary. The company disagrees and plans to appeal but states an adverse outcome could materially increase future tax expense.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 1, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 1-7819
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(781 ) 935-5565
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 every Interactive Data File required to be submitted 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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | 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 provided 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 ☑
As of August 1, 2026 there were 484,565,465 shares of common stock of the registrant, $0.16 2/3 par value per share, outstanding.
PART I — FINANCIAL INFORMATION
| ITEM 1. | Financial Statements | ||||
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, marketing, general and administrative | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Special charges, net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
| Nonoperating expense (income): | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Total nonoperating expense (income) | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Shares used to compute earnings per common share – basic | |||||||||||||||||||||||
| Shares used to compute earnings per common share – diluted | |||||||||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
1
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Change in fair value of derivative instruments designated as cash flow hedges, net | ( | ||||||||||||||||||||||
| Changes in pension plans, net | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
2
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
| August 1, 2026 | November 1, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current Assets | |||||||||||
| Net property, plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total non-current assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Income taxes payable | |||||||||||
| Debt, current | |||||||||||
| Commercial paper notes | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Income taxes payable | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Shareholders’ Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
See accompanying notes.
3
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(in thousands)
| Three Months Ended August 1, 2026 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Amount | Par Value | Earnings | Loss | ||||||||||||||||||||||||||
BALANCE, MAY 2, 2026 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 1, 2026 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Nine Months Ended August 1, 2026 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
BALANCE, NOVEMBER 1, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 1, 2026 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
See accompanying notes.
4
| Three Months Ended August 2, 2025 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
| BALANCE, MAY 3, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 2, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Nine Months Ended August 2, 2025 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
| BALANCE, NOVEMBER 2, 2024 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 2, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
See accompanying notes.
5
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangibles | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Changes in operating assets and liabilities | ( | ( | |||||||||
| Total adjustments | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of short-term available-for-sale investments | ( | ||||||||||
| Maturities of short-term available-for-sale investments | |||||||||||
| Additions to property, plant and equipment, net | ( | ( | |||||||||
Proceeds from sale of property, plant and equipment, net | |||||||||||
| Proceeds from sale of a subsidiary, net | |||||||||||
| Payments for acquisitions, net of cash acquired | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Debt repayments | ( | ||||||||||
| Proceeds from commercial paper notes | |||||||||||
| Payments of commercial paper notes | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Dividend payments to shareholders | ( | ( | |||||||||
| Proceeds from employee stock plans | |||||||||||
| Other | |||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes.
6
ANALOG DEVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED AUGUST 1, 2026 (UNAUDITED)
(all tabular amounts in thousands except per share amounts and percentages)
Note 1 – Basis of Presentation
In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 1, 2025 (fiscal 2025) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2026 (fiscal 2026) or any future period.
Note 2 – Shareholders’ Equity
As of August 1, 2026, the Company’s Board of Directors had authorized the repurchase of an aggregate of $26.7 billion of its common stock under its common stock repurchase program and $7.4 billion remained available for repurchases under the program.
Note 3 – Accumulated Other Comprehensive (Loss) Income
The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first nine months of fiscal 2026.
| Foreign currency translation adjustment | Unrealized holding gains/losses on derivatives | Pension plans | Total | ||||||||||||||||||||||||||||||||
| November 1, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | ( | ( | |||||||||||||||||||||||||||||||||
| Amounts reclassified out of other comprehensive income | |||||||||||||||||||||||||||||||||||
| Tax effects | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||
| August 1, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders’ Equity with presentation location during each period were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| Comprehensive (Loss) Income Component | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | Location | |||||||||||||||||||||||||||
Unrealized holding gains/losses on derivatives: | ||||||||||||||||||||||||||||||||
| Currency forwards | $ | ( | $ | $ | ( | $ | Cost of sales | |||||||||||||||||||||||||
| ( | ( | Research and development | ||||||||||||||||||||||||||||||
| ( | ( | ( | Selling, marketing, general and administrative | |||||||||||||||||||||||||||||
| Interest rate derivatives | Interest expense | |||||||||||||||||||||||||||||||
| ( | Total before tax | |||||||||||||||||||||||||||||||
| ( | ( | ( | Tax | |||||||||||||||||||||||||||||
| Total amounts reclassified out of AOCI, net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||
7
Note 4 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic shares: | |||||||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Earnings per common share basic: | $ | $ | $ | $ | |||||||||||||||||||
| Diluted shares: | |||||||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Assumed exercise of common stock equivalents | |||||||||||||||||||||||
| Weighted-average common and common equivalent shares | |||||||||||||||||||||||
| Earnings per common share diluted: | $ | $ | $ | $ | |||||||||||||||||||
| Anti-dilutive shares related to: | |||||||||||||||||||||||
| Outstanding stock-based awards | |||||||||||||||||||||||
Note 5 – Special Charges, Net
Liabilities related to special charges, net are included in Accrued liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:
| Accrued Special Charges | Global Repositioning Actions | ||||||||||||||||||||||||||||||||||||||||
| Balance at November 1, 2025 | $ | ||||||||||||||||||||||||||||||||||||||||
Employee severance costs, net | |||||||||||||||||||||||||||||||||||||||||
Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at January 31, 2026 | $ | ||||||||||||||||||||||||||||||||||||||||
Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at May 2, 2026 | $ | ||||||||||||||||||||||||||||||||||||||||
| Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at August 1, 2026 | $ | ||||||||||||||||||||||||||||||||||||||||
The Company recorded net special charges of $32.4 million as part of its Global Repositioning Actions in the nine months ended August 1, 2026. The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy and organizational design and streamlining its operations to achieve its long-term strategic plan. The special charges include severance costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, related to the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles.
During the first quarter of fiscal 2026, the Company entered into a sublease agreement for its leased property in San Jose, California. As a result of the sublease transaction, the Company recorded an impairment charge of $15.6 million in net special charges, which represented the excess carrying value of the associated asset group over its estimated fair value. The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.
During the third quarter of fiscal 2026, the Company completed the sale of a subsidiary in Penang, Malaysia, which included its facility and certain equipment previously classified as held for sale. The Company recorded a gain on this sale of approximately $24.2 million in Special charges, net.
8
Note 6 – Industry and Segment Information
The Company’s Chief Executive Officer and Chair has been identified as its Chief Operating Decision Maker (CODM). The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||||||
Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Cost of sales, including human capital expenses therein | |||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Employee compensation costs | |||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||||||||||||||
| Research and development related costs (excluding employee compensation costs) | |||||||||||||||||||||||||||||||||||
| Special charges, net | ( | ||||||||||||||||||||||||||||||||||
Other operating expense (excluding employee compensation costs) (1) | |||||||||||||||||||||||||||||||||||
Nonoperating expense (income) | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
_______________________________________
(1)Includes depreciation and amortization expenses, facilities expenses, legal expenses, acquisition related transaction costs and other discretionary expenses.
Revenue Trends by End Market
The following tables summarize revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. The assignment of products to end markets may change over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
| Three Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | % | % | $ | % | ||||||||||||||||||||||||
| Automotive | % | % | % | ||||||||||||||||||||||||||
| Communications | % | % | % | ||||||||||||||||||||||||||
| Consumer | % | % | % | ||||||||||||||||||||||||||
| Total revenue | $ | % | % | $ | % | ||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | % | % | $ | % | ||||||||||||||||||||||||
| Automotive | % | % | % | ||||||||||||||||||||||||||
| Communications | % | % | % | ||||||||||||||||||||||||||
| Consumer | % | % | % | ||||||||||||||||||||||||||
| Total revenue | $ | % | % | $ | % | ||||||||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
9
Revenue by Sales Channel
The following tables summarize revenue by sales channel. The Company sells its products globally through a direct sales force, third-party distributors, independent sales representatives and via its website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
| Three Months Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Channel | Revenue | % of Revenue* | Revenue | % of Revenue* | |||||||||||||||||||
| Distributors | $ | % | $ | % | |||||||||||||||||||
| Direct customers | % | % | |||||||||||||||||||||
| Other | % | % | |||||||||||||||||||||
| Total revenue | $ | % | $ | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Channel | Revenue | % of Revenue* | Revenue | % of Revenue* | |||||||||||||||||||
| Distributors | $ | % | $ | % | |||||||||||||||||||
| Direct customers | % | % | |||||||||||||||||||||
| Other | % | % | |||||||||||||||||||||
| Total revenue | $ | % | $ | % | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
10
Note 7 – Fair Value
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The tables below, set forth by level, present the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of August 1, 2026 and November 1, 2025. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 1, 2026 and November 1, 2025, the Company held $1.1 billion and $1.4 billion, respectively, of cash that is excluded from the tables below.
| August 1, 2026 | |||||||||||||||||||||||
Fair Value Measurement at Reporting Date Using: | |||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Cash equivalents: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Government and institutional money market funds | $ | $ | $ | ||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
Corporate obligations (1) | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (2) | |||||||||||||||||||||||
| Deferred compensation plan investments | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (2) | $ | $ | $ | ||||||||||||||||||||
| Interest rate derivatives (3) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||||||||
(1)The amortized cost of the Company’s investments classified as available-for-sale as of August 1, 2026 was $498.3 million.
(2)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
(3)The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements.
11
| November 1, 2025 | |||||||||||||||||||||||
Fair Value Measurement at Reporting Date Using: | |||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Government and institutional money market funds | $ | $ | $ | ||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
| Short-term investments (2): | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
| Bank obligations (1) | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (3) | |||||||||||||||||||||||
| Deferred compensation plan investments | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (3) | $ | $ | $ | ||||||||||||||||||||
| Interest rate derivatives (4) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||||||||
(1)The amortized cost of the Company’s investments classified as available-for-sale as of November 1, 2025 was $1.6 billion.
(2)Available-for-sale securities are classified as current assets on the Condensed Consolidated Balance Sheets if the securities are available to be converted into cash to fund current operations.
(3)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis
San Jose, California leased property asset group — As a result of a sublease transaction involving a leased property
in San Jose, California, the Company estimated the fair value of the sublease assets using discounted cash flows from the estimated net sublease rental income discounted at a market rate and recorded an impairment charge which represented the excess carrying value of the asset group associated with the leased property over its estimated fair value. These assets are considered a Level 2 fair value measurement. See Note 5, Special Charges, Net, in these Notes to Condensed Consolidated Financial Statements for additional information.
Debt — The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis. Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($1.0 billion and $0.4 billion as of August 1, 2026 and November 1, 2025, respectively). The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.
12
| August 1, 2026 | November 1, 2025 | ||||||||||||||||||||||
| Principal Amount Outstanding | Fair Value | Principal Amount Outstanding | Fair Value | ||||||||||||||||||||
| 2026 Notes, due December 2026 | |||||||||||||||||||||||
| 2027 Notes, due June 2027 | |||||||||||||||||||||||
| 2028 Notes, due June 2028 | |||||||||||||||||||||||
| 2028 Notes, due October 2028 | |||||||||||||||||||||||
| 2030 Notes, due June 2030 | |||||||||||||||||||||||
| 2031 Notes, due October 2031 | |||||||||||||||||||||||
| 2032 Notes, due October 2032 | |||||||||||||||||||||||
| 2034 Notes, due April 2034 | |||||||||||||||||||||||
| 2036 Notes, due December 2036 | |||||||||||||||||||||||
| 2041 Notes, due October 2041 | |||||||||||||||||||||||
| 2045 Notes, due December 2045 | |||||||||||||||||||||||
| 2051 Notes, due October 2051 | |||||||||||||||||||||||
| 2054 Notes, due April 2054 | |||||||||||||||||||||||
Total senior unsecured notes | $ | $ | $ | $ | |||||||||||||||||||
Note 8 – Derivatives
Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of August 1, 2026 and November 1, 2025 were $495.2 million and $297.0 million, respectively, and the fair values of these instruments in the Company’s Condensed Consolidated Balance Sheets were as follows:
| Fair Value At | |||||||||||||||||
| Balance Sheet Location | August 1, 2026 | November 1, 2025 | |||||||||||||||
| Forward foreign currency exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Forward foreign currency exchange contracts | Accrued liabilities | $ | $ | ||||||||||||||
As of August 1, 2026 and November 1, 2025, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $455.1 million and $207.3 million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:
| Fair Value At | |||||||||||||||||
| Balance Sheet Location | August 1, 2026 | November 1, 2025 | |||||||||||||||
Undesignated hedges related to forward foreign currency exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
Undesignated hedges related to forward foreign currency exchange contracts | Accrued liabilities | $ | $ | ||||||||||||||
Interest Rate Exposure Management — The Company does not consider the risk of counterparty default to be significant. The gain or loss on the Company’s interest rate swap transactions attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:
| August 1, 2026 | November 1, 2025 | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | Loss on Swaps | Gain on Note | Loss on Swaps | Gain on Note | |||||||||||||||||||||||||||||||
| Accrued liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Long-term debt | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
For further information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3, Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements.
13
Note 9 – Inventories
Inventories at August 1, 2026 and November 1, 2025 were as follows:
| August 1, 2026 | November 1, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
Note 10 – Debt
Revolving Credit Agreements
On July 2, 2026, the Company entered into a Credit Agreement (the 364 -Day Revolving Credit Agreement) with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. The 364 -Day Revolving Credit Agreement provides for a 364 -day unsecured revolving credit facility in an aggregate principal amount not to exceed $3.0 billion, expiring on July 1, 2027. The 364 -Day Revolving Credit Agreement is in addition to the Fourth Amended and Restated Credit Agreement, dated as of April 11, 2025, with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders.
Both agreements contain customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. As of August 1, 2026, the Company was in compliance with these covenants.
Note 11 – Acquisitions
Empower Semiconductor
On July 7, 2026, the Company completed the acquisition of all of the voting interests of Empower Semiconductor, Inc. (Empower), a provider of integrated voltage regulators and power management solutions, for approximately $1.5 billion. The acquisition was accounted for as a business combination. The preliminary purchase price allocation resulted in the recognition of $1.0 billion of goodwill, $0.6 billion of intangible assets, primarily technology-based, and $0.1 billion of deferred tax liabilities. The goodwill is attributable to the expected future economic benefits arising from the acquisition, including the enhancement of the Company’s power technology portfolio. None of the goodwill is expected to be deductible for tax purposes. Revenue and earnings attributable to Empower since the acquisition date were immaterial to the Company's condensed consolidated financial statements. The Company recognized approximately $23.4 million of transaction-related costs, including legal, accounting and other related fees that were expensed during the third quarter of fiscal 2026. These costs are included in the Condensed Consolidated Statement of Income in Operating expenses within Selling, marketing, general and administrative expenses.
The purchase accounting for the acquisition is preliminary and remains subject to adjustment as the Company completes its valuation of assets acquired and liabilities assumed. The Company expects to complete the purchase accounting within one year of the acquisition date.
Note 12 – Goodwill and Intangible Assets
Goodwill
The following table presents the changes in goodwill during the first nine months of fiscal 2026:
Balance as of November 1, 2025 | $ | ||||
| Acquisition of Empower (Note 11) | |||||
| Net other acquisitions and dispositions | |||||
Balance as of August 1, 2026 | $ | ||||
14
Intangible Assets
As of August 1, 2026 and November 1, 2025, the Company’s intangible assets consisted of the following:
| August 1, 2026 | November 1, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | |||||||||||||||||||
| Technology-based | |||||||||||||||||||||||
| Trade-name | |||||||||||||||||||||||
| Assembled workforce | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Note 13 – Income Taxes
The Company’s effective tax rates for the three- and nine-month periods ended August 1, 2026 were below the U.S. statutory tax rate of 21% due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.
During fiscal 2025, the Company received an assessment from the U.S. Internal Revenue Service (IRS) for fiscal 2018 and fiscal 2019, totaling approximately $267.0 million. The assessment excludes any penalties and interest. The assessment pertains to transfer pricing arrangements between the Company and one of its wholly-owned foreign subsidiaries. The Company firmly disagrees with this assessment and maintains that its transfer pricing is appropriate. Consequently, the Company has not recorded any additional tax liability related to fiscal 2018 and fiscal 2019 in relation to this issue, nor to any other periods. The Company intends to vigorously defend its original tax return position and is preparing for an appeal with the IRS. Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, such a resolution, along with any potential impact on subsequent fiscal years, could have a material adverse effect on the Company’s income tax expense and net earnings in future periods.
Note 14 – New Accounting Pronouncements
Standards Implemented
Income Taxes
In December 2023, the Federal Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted this ASU in fiscal 2026 and will include required financial statement disclosures in its Annual Report on Form 10-K for fiscal 2026.
Standards to Be Implemented
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insights into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact adoption will have on its financial statement disclosures.
Note 15 – Subsequent Events
On August 18, 2026, the Board of Directors of the Company declared a cash dividend of $1.10 per outstanding share of common stock. The dividend will be paid on September 15, 2026 to all shareholders of record at the close of business on September 1, 2026 and is expected to total approximately $533.0 million.
15
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended November 1, 2025 (fiscal 2025).
This Quarterly Report on Form 10-Q, including the following discussion, contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “potential,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements, however, the absence of the foregoing words or expressions does not mean that a statement is not forward-looking. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.
The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic, political, legal and regulatory uncertainty or conflicts; recently announced and future tariffs and other trade restrictions; changes in export classifications, import and export regulations or duties and tariffs; changes in demand for semiconductor products; performance of independent distributors; manufacturing delays, product and raw materials availability and supply chain disruptions; products may be diverted from our authorized distribution channels; our development of technologies and research and development investments; our ability to compete successfully in the markets in which we operate; our future liquidity, capital needs and capital expenditures; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; unanticipated difficulties or expenditures relating to integrating acquired businesses; security breaches or other cyber incidents; risks related to the use of artificial intelligence in our business operations, products and services; adverse results in litigation; the outcome of any regulatory actions, including governmental inquiries, investigations or enforcement proceedings in the event of noncompliance or alleged noncompliance with laws or regulations; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. Additional factors that could cause actual results to differ materially from those described in these forward-looking statements include the risk factors included in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the period ended August 1, 2026 and Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for fiscal 2025. Forward-looking statements represent management’s current expectations and are inherently uncertain. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this report, except to the extent required by law.
16
Results of Operations
Overview
Amounts in the tables below are reflected in thousands except per share amounts and percentages.
| Three Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Revenue | $ | 4,021,899 | $ | 2,880,348 | $ | 1,141,551 | 40 | % | |||||||||||||||||||||
| Gross margin % | 67.3 | % | 62.1 | % | |||||||||||||||||||||||||
| Net income | $ | 1,340,090 | $ | 518,518 | $ | 821,572 | 158 | % | |||||||||||||||||||||
| Net income as a % of revenue | 33.3 | % | 18.0 | % | |||||||||||||||||||||||||
| Diluted EPS | $ | 2.74 | $ | 1.04 | $ | 1.70 | 163 | % | |||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Revenue | $ | 10,805,627 | $ | 7,943,590 | $ | 2,862,037 | 36 | % | |||||||||||||||||||||
| Gross margin % | 66.6 | % | 60.8 | % | |||||||||||||||||||||||||
| Net income | $ | 3,347,266 | $ | 1,479,604 | $ | 1,867,662 | 126 | % | |||||||||||||||||||||
| Net income as a % of revenue | 31.0 | % | 18.6 | % | |||||||||||||||||||||||||
| Diluted EPS | $ | 6.83 | $ | 2.97 | $ | 3.86 | 130 | % | |||||||||||||||||||||
Revenue Trends by End Market
The following tables summarize revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which our product will be incorporated. The assignment of products to end markets may change over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
| Three Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | 1,971,926 | 49 | % | 53 | % | $ | 1,292,988 | 45 | % | |||||||||||||||||||
| Automotive | 998,227 | 25 | % | 16 | % | 857,146 | 30 | % | |||||||||||||||||||||
| Communications | 654,515 | 16 | % | 84 | % | 354,768 | 12 | % | |||||||||||||||||||||
| Consumer | 397,231 | 10 | % | 6 | % | 375,446 | 13 | % | |||||||||||||||||||||
| Total revenue | $ | 4,021,899 | 100 | % | 40 | % | $ | 2,880,348 | 100 | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | 5,269,825 | 49 | % | 50 | % | $ | 3,512,896 | 44 | % | |||||||||||||||||||
| Automotive | 2,685,246 | 25 | % | 9 | % | 2,454,845 | 31 | % | |||||||||||||||||||||
| Communications | 1,659,553 | 15 | % | 72 | % | 965,036 | 12 | % | |||||||||||||||||||||
| Consumer | 1,191,003 | 11 | % | 18 | % | 1,010,813 | 13 | % | |||||||||||||||||||||
| Total revenue | $ | 10,805,627 | 100 | % | 36 | % | $ | 7,943,590 | 100 | % | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
Revenue increased 40% and 36% in the three- and nine-month periods ended August 1, 2026 as compared to the same periods of the prior fiscal year, reflecting broad-based demand across end markets. Within Industrial, all sub-markets grew,
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with test equipment and aerospace and defense representing the highest growth. The strongest growth within Communications came from the data center sub-market, driven by artificial intelligence-related infrastructure investments.
Revenue by Sales Channel
The following tables summarize revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
| Three Months Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Revenue | % of Revenue* | Revenue | % of Revenue* | ||||||||||||||||||||
| Channel | |||||||||||||||||||||||
| Distributors | $ | 2,327,081 | 58 | % | $ | 1,592,407 | 55 | % | |||||||||||||||
| Direct customers | 1,588,639 | 39 | % | 1,240,924 | 43 | % | |||||||||||||||||
| Other | 106,179 | 3 | % | 47,017 | 2 | % | |||||||||||||||||
| Total revenue | $ | 4,021,899 | 100 | % | $ | 2,880,348 | 100 | % | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Revenue | % of Revenue* | Revenue | % of Revenue* | ||||||||||||||||||||
| Channel | |||||||||||||||||||||||
| Distributors | $ | 6,140,687 | 57 | % | $ | 4,447,959 | 56 | % | |||||||||||||||
| Direct customers | 4,485,859 | 42 | % | 3,386,571 | 43 | % | |||||||||||||||||
| Other | 179,081 | 2 | % | 109,060 | 1 | % | |||||||||||||||||
| Total revenue | $ | 10,805,627 | 100 | % | $ | 7,943,590 | 100 | % | |||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
As indicated in the tables above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end market revenue trends. As a percentage of total revenue, the increase in the distributor channel is primarily due to the increase in the percentage of revenue from our Industrial end market.
Gross Margin
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Gross margin | $ | 2,707,544 | $ | 1,789,748 | $ | 917,796 | 51 | % | $ | 7,192,318 | $ | 4,831,661 | $ | 2,360,657 | 49 | % | |||||||||||||||||||||||||||||||
| Gross margin % | 67.3 | % | 62.1 | % | 66.6 | % | 60.8 | % | |||||||||||||||||||||||||||||||||||||||
Gross margin percentage increased by 520 and 580 basis points in the three- and nine-month periods ended August 1, 2026 as compared to the same periods of the prior fiscal year, primarily due to higher utilization of our manufacturing fixed costs as a result of increased customer demand and favorable mix of products sold into our end markets.
Research and Development (R&D)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| R&D expenses | $ | 533,480 | $ | 454,251 | $ | 79,229 | 17 | % | $ | 1,510,203 | $ | 1,298,980 | $ | 211,223 | 16 | % | |||||||||||||||||||||||||||||||
| R&D expenses as a % of revenue | 13 | % | 16 | % | 14 | % | 16 | % | |||||||||||||||||||||||||||||||||||||||
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R&D expenses increased in the three- and nine-month periods ended August 1, 2026, as compared to the same periods of the prior fiscal year, primarily as a result of higher R&D employee-related variable compensation expenses and higher salary and benefit expenses. R&D expenses declined as a percentage of revenue, primarily reflecting higher revenue levels and improved operating leverage. We expect to continue the development of innovative technologies and processes for new products, which we view as critical to our future growth. We believe that a continued commitment to R&D is essential to maintain product leadership with our existing products as well as to provide innovative new product offerings.
Selling, Marketing, General and Administrative (SMG&A)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| SMG&A expenses | $ | 397,326 | $ | 325,706 | $ | 71,620 | 22 | % | $ | 1,105,389 | $ | 913,171 | $ | 192,218 | 21 | % | |||||||||||||||||||||||||||||||
| SMG&A expenses as a % of revenue | 10 | % | 11 | % | 10 | % | 11 | % | |||||||||||||||||||||||||||||||||||||||
SMG&A expenses increased in the three- and nine-month periods ended August 1, 2026, as compared to the same periods of the prior fiscal year, primarily as a result of higher SMG&A employee-related variable compensation expenses, higher salary and benefit expenses and acquisition related transaction costs in the third quarter of fiscal 2026. SMG&A expenses declined as a percentage of revenue, primarily reflecting higher revenue levels and improved operating leverage.
Special Charges, Net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Special charges, net | $ | (24,216) | $ | 4,348 | $ | (28,564) | (657) | % | $ | 23,766 | $ | 69,980 | $ | (46,214) | (66) | % | |||||||||||||||||||||||||||||||
Special charges, net decreased in the three- and nine-month periods ended August 1, 2026, as compared to the same periods of the prior fiscal year, primarily due to a $24.4 million gain recorded on the sale of a subsidiary in Penang, Malaysia in the third quarter of fiscal 2026. The decrease in the nine-month period was partially offset by a $15.6 million impairment charge recorded in the first quarter of fiscal 2026 related to the asset group in our leased facilities in San Jose, California.
Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | August 1, 2026 | August 2, 2025 | $ Change | ||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 205,779 | $ | 244,891 | $ | (39,112) | $ | 469,302 | $ | 345,309 | $ | 123,993 | |||||||||||||||||||||||
| Effective income tax rate | 13.3 | % | 32.1 | % | 12.3 | % | 18.9 | % | |||||||||||||||||||||||||||
The Company’s effective tax rates for the three- and nine-month periods ended August 1, 2026 are below the U.S. statutory tax rate of 21% due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.
The tax rates for the three- and nine-month periods ended August 2, 2025 were higher than the current year periods primarily due to a net deferred tax expense of $153.8 million recorded in the third quarter of fiscal 2025 related to the remeasurement of our Global Intangible Low-Taxed Income-related deferred tax assets and liabilities attributable to the passage of the One Big Beautiful Bill Act.
Net Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | $ Change | % Change | August 1, 2026 | August 2, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 1,340,090 | $ | 518,518 | $ | 821,572 | 158 | % | $ | 3,347,266 | $ | 1,479,604 | $ | 1,867,662 | 126 | % | |||||||||||||||||||||||||||||||
| Net income as a % of revenue | 33.3 | % | 18.0 | % | 31.0 | % | 18.6 | % | |||||||||||||||||||||||||||||||||||||||
| Diluted EPS | $ | 2.74 | $ | 1.04 | $ | 6.83 | $ | 2.97 | |||||||||||||||||||||||||||||||||||||||
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Net income increased in the three-month period ended August 1, 2026, as compared to the same period of the prior fiscal year, as the result of a $794.9 million increase in operating income and a $39.1 million decrease in provision for income taxes as noted above in Provision for Income Taxes.
Net income increased in the nine-month period ended August 1, 2026, as compared to the same period of the prior fiscal year, as the result of a $2.0 billion increase in operating income, partially offset by a $124.0 million increase in provision for income taxes.
Liquidity and Capital Resources
At August 1, 2026, our principal source of liquidity was $2.3 billion of cash, cash equivalents and short-term investments, of which approximately $1.0 billion was held in the United States, and the balance of which was held outside the United States in various foreign subsidiaries. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. We do not expect current regulatory restrictions or taxes on repatriation to have a material adverse effect on our overall liquidity, financial condition or results of operations. Our cash, cash equivalents and short-term investments consist of highly liquid investments, including money market funds and corporate and bank obligations. We maintain these balances with counterparties with high credit ratings, and continually monitor the amount of credit exposure to any one issuer and diversify our investments in order to minimize our credit risk.
We believe that our existing sources of liquidity and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing, will be sufficient to fund operations, capital expenditures, acquisitions, research and development efforts and dividend payments in the immediate future and for at least the next twelve months.
| Nine Months Ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Net cash provided by operating activities | $ | 3,844,515 | $ | 3,111,392 | |||||||
| Net cash provided by operations as a % of revenue | 36 | % | 39 | % | |||||||
| Net cash used for investing activities | $ | (873,902) | $ | (1,096,216) | |||||||
| Net cash used for financing activities | $ | (3,304,149) | $ | (1,685,327) | |||||||
The following changes contributed to the net change in cash and cash equivalents in the nine-month period ended August 1, 2026 as compared to the same period in fiscal 2025.
Operating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. The increase in cash provided by operating activities during the nine-month period ended August 1, 2026, as compared to the same period of the prior fiscal year, was mainly the result of higher net income adjusted for non-cash items.
Investing Activities
Investing cash flows generally consist of purchases and sales of property, plant and equipment; purchases, sales and maturities of available-for-sale investments; and acquisitions of other businesses. The change in investing cash flows during the nine-month period ended August 1, 2026, as compared to the same period of the prior fiscal year, was primarily the result of the acquisition of Empower Semiconductor, Inc. during the third quarter of fiscal 2026, partially offset by the net change in our available-for-sale investment portfolio.
Financing Activities
Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, issuances and repayments of debt and proceeds from the sale of shares of common stock pursuant to employee equity incentive plans. The change in cash used for financing activities during the nine-month period ended August 1, 2026, as compared to the same
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period of the prior fiscal year, was primarily the result of lower net proceeds from our debt obligations and higher common stock repurchases.
Working Capital
| August 1, 2026 | November 1, 2025 | $ Change | % Change | ||||||||||||||||||||
| Accounts receivable | $ | 2,389,577 | $ | 1,436,075 | $ | 953,502 | 66 | % | |||||||||||||||
| Days sales outstanding* | 50 | 44 | |||||||||||||||||||||
| Inventory | $ | 1,931,496 | $ | 1,656,323 | $ | 275,173 | 17 | % | |||||||||||||||
| Days cost of sales in inventory* | 131 | 130 | |||||||||||||||||||||
_______________________________________
*We use the average of the current quarter and prior quarter ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
The increase in accounts receivable in dollars was primarily the result of increased sales levels and variations in the timing of collections and billings.
Inventory increased primarily as a result of building inventory levels to support increased demand.
Current liabilities increased to $5.7 billion at August 1, 2026 as compared to $3.2 billion at the end of fiscal 2025 primarily due to the reclassification of $1.3 billion of debt due within one year to current liabilities as well as an increase in commercial paper notes and accrued liabilities, partially offset by a decrease in income taxes payable.
Debt
As of August 1, 2026, our debt obligations consisted of the following:
| Principal Amount Outstanding | ||||||||
| Commercial paper notes | $ | 1,005,104 | ||||||
| 2026 Notes, due December 2026 | 900,000 | |||||||
| 2027 Notes, due June 2027 | 440,212 | |||||||
| 2028 Notes, due June 2028 | 850,000 | |||||||
| 2028 Notes, due October 2028 | 750,000 | |||||||
| 2030 Notes, due June 2030 | 650,000 | |||||||
| 2031 Notes, due October 2031 | 1,000,000 | |||||||
| 2032 Notes, due October 2032 | 300,000 | |||||||
| 2034 Notes, due April 2034 | 550,000 | |||||||
| 2036 Notes, due December 2036 | 144,278 | |||||||
| 2041 Notes, due October 2041 | 750,000 | |||||||
| 2045 Notes, due December 2045 | 332,587 | |||||||
| 2051 Notes, due October 2051 | 1,000,000 | |||||||
| 2054 Notes, due April 2054 | 550,000 | |||||||
| Total debt | $ | 9,222,181 | ||||||
The indentures governing our outstanding notes contain covenants that may limit our ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of our assets to, any other party. As of August 1, 2026, we were in compliance with these covenants.
Under our commercial paper program, we may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $3.0 billion outstanding at any time, with maturities of up to 397 days from the date of issuance. As of August 1, 2026, we had $1.0 billion of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. We intend to use the net proceeds of the commercial paper program for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.
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Revolving Credit Agreements
Our Fourth Amended and Restated Revolving Credit Agreement entered into in April 2025 and our 364-Day Revolving Credit Agreement entered into in July 2026, each with Bank of America N.A. as administrative agent and the other banks identified therein as lenders, provide for a five-year and a 364-day unsecured revolving credit facility, respectively, in an aggregate principal amount not to exceed $6.0 billion, subject to certain terms and conditions.
We may borrow under the Revolving Credit Agreements in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes. The terms of the Revolving Credit Agreements impose restrictions on our ability to undertake certain transactions, to create certain liens on assets and to incur certain subsidiary indebtedness. In addition, the Revolving Credit Agreements contain interest coverage covenants which requires the ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) to consolidated interest charges to be greater than 3.0 to 1.0. As of August 1, 2026, we were in compliance with these covenants.
Stock Repurchase Program
As of August 1, 2026, our Board of Directors had authorized us to repurchase an aggregate of $26.7 billion of our common stock under our common stock repurchase program and $7.4 billion remained available for repurchases under the current authorized program. Repurchased shares are held as authorized but unissued shares of common stock. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when the full dollar amount of the authorization has been used to repurchase shares under the program. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.
Capital Expenditures
Net additions to property, plant and equipment were $392.7 million in the first nine months of fiscal 2026. We expect capital expenditures for fiscal 2026 to be between approximately 4% and 6% of fiscal 2026 revenue. These capital expenditures will be funded with a combination of cash on hand and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing.
Dividends
On August 18, 2026, our Board of Directors declared a cash dividend of $1.10 per outstanding share of common stock. The dividend will be paid on September 15, 2026 to all shareholders of record at the close of business on September 1, 2026 and is expected to total approximately $533.0 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors. The payment of future dividends, if any, will be based on several factors, including our financial performance, outlook and liquidity.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards will not have a material impact on our future financial condition, results of operations, and disclosures. See Note 14, New Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our historical financial condition, results of operations, and disclosures.
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| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
We are subject to market risks related to our financial instruments, including those identified in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the fiscal year ended November 1, 2025, which was filed with the Securities and Exchange Commission on November 25, 2025. There were no material changes in the nine-month period ended August 1, 2026 to the information identified in the Annual Report on Form 10-K for the fiscal year ended November 1, 2025.
| ITEM 4. | Controls and Procedures | ||||
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of August 1, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of August 1, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
(b) Changes in Internal Control over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended August 1, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
| ITEM 1A. | Risk Factors | ||||
We are subject to a number of risks that could adversely affect our business, results of operations, financial condition and future prospects, including those identified in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended November 1, 2025, which was filed with the Securities and Exchange Commission on November 25, 2025 (the 2025 Form 10-K). Except for the risk factor set forth below, there have been no material changes from the factors disclosed in the 2025 Form 10-K.
Our computer systems and networks are subject to security breaches and other cyber incidents and a significant disruption in, or breach in security of, our information technology systems or certain products could materially and adversely affect our business or reputation.
We rely on information technology systems throughout our company to keep financial records and customer data, process orders, manage inventory, coordinate shipments to customers, maintain confidential and proprietary information, assist in semiconductor engineering and other technical activities and operate other critical functions such as internet connectivity, network communications and email. In addition, we provide our confidential and proprietary information to our strategic partners in certain cases, who maintain such information on their information technology systems. We have experienced cybersecurity attacks and incidents, such as the June 2026 incident and other cybersecurity events, some of which resulted in the exfiltration of files from certain affected systems. While our operations were not interrupted as a result of the June 2026 incident, and based on information currently known, we do not believe this incident is reasonably likely to materially impact our business, operations, or financial condition, our investigation into the nature and scope of the exfiltrated information remains ongoing. There is no assurance that our assessment will not change as additional facts emerge, that exfiltrated data will not be misused, or that we will not experience additional incidents in the future that may have a material impact on our business. As demonstrated by the June 2026 incident and other cybersecurity events, our security measures and those of our third-party service providers and strategic partners may not detect or prevent all security breaches, cyberattacks, defects, bugs or errors, and threat actors can be successful in gaining unauthorized access to our systems. We expect that we and our third-party service providers and strategic partners will continue to experience cybersecurity attacks and incidents in the future.
Geopolitical tensions and conflicts have escalated the volume and sophistication of cyberattacks. Because the tactics and techniques used by threat actors to obtain unauthorized access to or sabotage systems change frequently and, in some cases, are not recognized until they are launched or even later, we are unable to anticipate all such techniques and may not be able to implement adequate preventative measures in advance, such that security breaches could remain undetected for extended periods of time. Our use of artificial intelligence (AI) can also increase vulnerability to cybersecurity risks, including through unauthorized use or misuse of AI tools and bad inputs or logic or the introduction of malicious code incorporated into AI generated code. AI and machine learning are also used in certain cybersecurity attacks, improving or expanding the existing capabilities of threat actors in ways that can result in greater risks of security incidents and breaches.
We and our third-party service providers and strategic partners are subject to security breaches of information technology systems and certain products and other incidents such as unauthorized access, supply-chain attacks, exfiltration or destruction of data, disruption of service, viruses or other malicious code, illegal break-ins or hacking, sabotage, phishing attempts and other forms of social engineering, malware, ransomware and other forms of cyber extortion and similar events. These threats come from cybercriminals, cyberterrorists and hacktivists, nation-state and nation-state-supported actors (including advanced persistent threat intrusions) and computer hackers. They also can result from the malicious or accidental acts of our employees, contractors or third-party providers. Unauthorized access to, or a security breach of, our systems or those of our third-party service providers or strategic partners could disrupt our operations. As occurred in the June 2026 incident, such events can result in the exfiltration of data from our systems and could expose our proprietary information or that of our employees, contractors, partners, customers, suppliers or other third parties to misappropriation or misuse. In the event of a cybersecurity attack or incident such as the June 2026 incident, we may become subject to litigation and regulatory action, lose existing or potential customers, suffer reputational damage and incur other financial losses. We have incurred and expect to continue to incur costs in connection with our response to and remediation of cybersecurity incidents, and such costs and operational consequences may be significant. The continuing and evolving threat of cyberattacks has resulted in increased regulatory focus which requires us to invest significant additional resources to comply with evolving cybersecurity regulations. In addition, in 2023, the SEC adopted rules requiring an issuer to disclose whether a cybersecurity incident was determined to be "material," within four business days of such determination. Making such determinations is complex, requires a number of assumptions based on several factors, and must be made while investigations may still be ongoing and the full scope of an incident may not yet be known. The SEC may not agree with our determinations regarding the materiality of cybersecurity incidents, which could result in fines, civil litigation or damage to our reputation. In addition, certain incidents may require us to notify affected
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parties and applicable regulators in accordance with applicable law, and we may face regulatory scrutiny regarding the timeliness or adequacy of such notifications.
Our information technology systems and those of our third-party service providers and strategic partners are also susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, catastrophes or other unforeseen events. A prolonged disruption in the information technology systems that involve our internal communications or our interactions with customers or suppliers could result in the loss of sales and customers and significant incremental costs, which may adversely affect our business.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share (b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| May 3, 2026 through May 30, 2026 | 481,223 | $ | 409.52 | 477,910 | $ | 8,300,728,879 | |||||||||||||||||
| May 31, 2026 through June 27, 2026 | 1,213,369 | $ | 410.91 | 1,207,506 | $ | 7,804,646,847 | |||||||||||||||||
| June 28, 2026 through August 1, 2026 | 1,187,002 | $ | 380.29 | 1,181,548 | $ | 7,355,375,064 | |||||||||||||||||
| Total | 2,881,594 | $ | 398.07 | 2,866,964 | $ | 7,355,375,064 | |||||||||||||||||
(a)Includes an aggregate of 14,630 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.
(b)The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.
(c)Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.
| ITEM 5. | Other Information | ||||
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors or officers during the third quarter of fiscal 2026 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).
| Name and Title | Action | Date of Adoption/ Termination | Duration of Rule 10b5-1 Trading Arrangement | Aggregate Number of Securities to Be Purchased or Sold | ||||||||||
Until | Sale of up to | |||||||||||||
None of our officers or directors adopted or terminated
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| ITEM 6. | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 10.1 | Credit Agreement, dated as of July 2, 2026, among Analog Devices, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on July 2, 2026. | |||||||
| 31.1† | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). | |||||||
| 31.2† | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). | |||||||
32.1* | Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer). | |||||||
32.2* | Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer). | |||||||
101.INS† | 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.SCH† | Inline XBRL Schema Document. | |||||||
101.CAL† | Inline XBRL Calculation Linkbase Document. | |||||||
101.LAB† | Inline XBRL Labels Linkbase Document. | |||||||
101.PRE† | Inline XBRL Presentation Linkbase Document. | |||||||
101.DEF† | Inline XBRL Definition Linkbase Document. | |||||||
104† | Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||
| † | Filed herewith. | |||||||
| * | Furnished herewith. | |||||||
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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.
| ANALOG DEVICES, INC. | |||||||||||
| Date: August 19, 2026 | By: | /s/ Vincent Roche | |||||||||
| Vincent Roche | |||||||||||
| Chief Executive Officer and Chair of the Board of Directors | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: August 19, 2026 | By: | /s/ Richard C. Puccio, Jr. | |||||||||
Richard C. Puccio, Jr. | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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