Analog Devices issues $3.0B in senior notes

Analog Devices, Inc. issued $3.0 billion of unsecured senior notes in four maturities with coupons between 5.100% and 5.750%.

Rhea-AI Filing Summary

Analog Devices, Inc. (ADI) issued an aggregate $3.0 billion of unsecured senior notes in four tranches under an effective shelf registration. The company sold $500 million of 5.100% notes due September 15, 2029, $500 million of 5.350% notes due October 1, 2031, $1.0 billion of 5.600% notes due October 1, 2033, and $1.0 billion of 5.750% notes due October 1, 2036 in an underwritten public offering.

Interest is payable semi-annually, beginning March 15, 2027 for the 2029 notes and April 1, 2027 for the 2031, 2033 and 2036 notes. The notes are unsecured, unsubordinated obligations ranking equally with other unsecured senior debt and are redeemable at specified make‑whole premiums before defined par call dates and at par thereafter, plus accrued interest.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total senior notes issued: $3,000,000,000 aggregate principal amount 2029 Notes: $500,000,000 at 5.100% due September 15, 2029 2031 Notes: $500,000,000 at 5.350% due October 1, 2031 +4 more

7 metrics

Total senior notes issued $3,000,000,000 aggregate principal amount Senior notes offering completed on September 17, 2026

2029 Notes $500,000,000 at 5.100% due September 15, 2029 Senior notes tranche maturing in 2029

2031 Notes $500,000,000 at 5.350% due October 1, 2031 Senior notes tranche maturing in 2031

2033 Notes $1,000,000,000 at 5.600% due October 1, 2033 Senior notes tranche maturing in 2033

2036 Notes $1,000,000,000 at 5.750% due October 1, 2036 Senior notes tranche maturing in 2036

Interest payment start dates March 15, 2027 (2029 Notes); April 1, 2027 (2031, 2033, 2036 Notes) First semi-annual interest payments

Make-whole spread over Treasury Rate 10–15 basis points Redemption price calculation prior to Par Call Dates by series

Key Terms

senior notes, Base Indenture, Supplemental Indenture, Treasury Rate, +1 more

5 terms

senior notes financial

"issued $500,000,000 aggregate principal amount of senior notes due"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Base Indenture financial

"pursuant to an indenture, dated as of June 3, 2013 (the “Base Indenture”)"

Supplemental Indenture financial

"as supplemented by a supplemental indenture, dated as of September 17, 2026"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Treasury Rate financial

"discounted to the redemption date ... at the Treasury Rate plus 10 basis points"

The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.

Par Call Date financial

"Prior to August 15, 2029 in the case of the 2029 Notes ... (each, a “Par Call Date”)"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type and total amount of debt did ADI issue in this 8-K?

Analog Devices, Inc. issued $3.0 billion of unsecured senior notes, consisting of four tranches due in 2029, 2031, 2033 and 2036, all sold in an underwritten public offering under an effective shelf registration.

What are the interest rates and maturities of ADI’s new senior notes?

The new ADI notes include 5.100% notes due September 15, 2029, 5.350% notes due October 1, 2031, 5.600% notes due October 1, 2033, and 5.750% notes due October 1, 2036.

When does interest begin accruing and how often is it paid on ADI’s new notes?

Interest on the 2029 notes is paid semi-annually on March 15 and September 15, starting March 15, 2027. Interest on the 2031, 2033 and 2036 notes is paid semi-annually on April 1 and October 1, starting April 1, 2027.

Are ADI’s new senior notes secured or guaranteed by subsidiaries?

The new notes are unsecured unsubordinated obligations of Analog Devices, Inc. and are not guaranteed by any of its subsidiaries. They rank equally in right of payment with the company’s other existing and future unsecured senior indebtedness.

Can ADI redeem the new senior notes before maturity, and at what price?

ADI may redeem each series of notes, in whole or in part, before the applicable Par Call Date at the greater of a make‑whole amount (Treasury Rate plus 10–15 bps, depending on series) or 100% of principal, plus accrued interest, and at 100% of principal plus accrued interest on or after the Par Call Date.

Who underwrote ADI’s $3.0 billion senior notes offering?

The notes were sold in an underwritten public offering pursuant to an underwriting agreement dated September 15, 2026 between Analog Devices, Inc. and J.P. Morgan Securities LLC, acting as representative of the several underwriters named in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:16 PM Accepted by SEC EDGAR 09/17/2026 - 04:15 PM Learn about SEC filing dates

ANALOG DEVICES INC false 0000006281 0000006281 2026-09-15 2026-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2026

Analog Devices, Inc.

(Exact name of Registrant as Specified in its Charter)

Massachusetts		1-7819		04-2348234
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Analog Way Wilmington, MA		01887
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 935-5565

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.16 2/3 par value per share		ADI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement

On September 17, 2026, Analog Devices, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of senior notes due September 15, 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of senior notes due October 1, 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of senior notes due October 1, 2033 (the “2033 Notes”) and $1,000,000,000 aggregate principal amount of senior notes due October 1, 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”) pursuant to an effective registration statement on Form S-3 (File No. 333-281670) (the “Registration Statement”) and a related prospectus and prospectus supplement, each as filed with the Securities and Exchange Commission (the “SEC”). The Notes were issued pursuant to an indenture, dated as of June 3, 2013 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of September 17, 2026 (the “Supplemental Indenture”), in each case between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are unsecured unsubordinated obligations of the Company and are not guaranteed by any of the Company’s subsidiaries. The Base Indenture and the Supplemental Indenture contain certain covenants, events of default and other customary provisions.

The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated as of September 15, 2026, between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriting Agreement”). The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

The 2029 Notes bear interest at a rate of 5.100% per annum and will mature on September 15, 2029. The 2031 Notes bear interest at a rate of 5.350% per annum and will mature on October 1, 2031. The 2033 Notes bear interest at a rate of 5.600% per annum and will mature on October 1, 2033. The 2036 Notes bear interest at a rate of 5.750% per annum and will mature on October 1, 2036. Interest on the 2029 Notes is payable semi-annually in arrears on September 15 and March 15 of each year, beginning on March 15, 2027. Interest on the 2031 Notes, the 2033 Notes and the 2036 Notes is payable semi-annually in arrears on October 1 and April 1 of each year, beginning on April 1, 2027. Prior to August 15, 2029 in the case of the 2029 Notes (the date that is one month prior to the scheduled maturity date of the 2029 Notes), September 1, 2031 in the case of the 2031 Notes (the date that is one month prior to the scheduled maturity date of the 2031 Notes), August 1, 2033 in the case of the 2033 Notes (the date that is two months prior to the scheduled maturity date of the 2033 Notes) and July 1, 2036 in the case of the 2036 Notes (the date that is three months prior to the scheduled maturity date of the 2036 Notes) (each, a “Par Call Date”), the Company may, at its option, redeem the applicable series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points (in the case of the 2029 Notes), 10 basis points (in the case of the 2031 Notes), 15 basis points (in the case of the 2033 Notes) or 15 basis points (in the case of the 2036 Notes), in each case less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes of such series being redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the applicable Par Call Date, the Company may, at its option, redeem each series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes of such series being redeemed plus accrued and unpaid interest thereon to the redemption date. The Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2013, and the Supplemental Indenture, which is attached hereto as Exhibit 4.2, are incorporated herein by reference. All capitalized terms used above and not otherwise defined have the meaning given to such terms in the Base Indenture and the Supplemental Indenture.

A copy of the opinion of Sidley Austin LLP, counsel to the Company, relating to the legality of the Notes is attached hereto as Exhibit 5.1 and incorporated into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1*		Underwriting Agreement, dated September 15, 2026, between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named therein.
4.1		Indenture, dated June 3, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on June 3, 2013 and incorporated herein by reference.
4.2		Supplemental Indenture, dated September 17, 2026, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including the forms of note contained therein).
5.1		Opinion of Sidley Austin LLP.
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

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 hereunto duly authorized.

				ANALOG DEVICES, INC.
Date: September 17, 2026				By:		/s/ Janene I. Asgeirsson
						Janene I. Asgeirsson
						Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 134.2 KB
• EX-4.2 EX-4.2 301.4 KB
• EX-5.1 EX-5.1 11.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB