STOCK TITAN

Analog Devices to buy Alif Semiconductor for $1.35B

ADI plans an all-cash acquisition of Alif Semiconductor to expand AI-native edge processing and Physical Intelligence solutions.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Analog Devices, Inc. (ADI) has entered into a definitive agreement to acquire Alif Semiconductor, Inc. in an all-cash deal. ADI will pay Alif stockholders $1.35 billion in upfront cash consideration, with potential additional contingent consideration of up to $200 million, subject to the terms of the agreement. The transaction has been approved by both companies’ boards and is expected to close before the end of calendar 2026, subject to customary closing conditions, including expiration of the applicable Hart-Scott-Rodino waiting period. Alif provides low-power, AI-native microcontrollers and fusion processors for edge applications, which ADI plans to combine with its own sensing, signal processing, power, connectivity, and software capabilities to advance what it describes as “Physical Intelligence” solutions. ADI reports revenue of more than $11 billion in fiscal year 2025, giving it scale to integrate Alif’s platform into a broader intelligent edge portfolio.

Positive

  • ADI is pursuing a strategic acquisition of Alif Semiconductor with $1.35 billion upfront cash and up to $200 million contingent consideration, aimed at broadening its AI-native edge processing and "Physical Intelligence" solutions.

Negative

  • None.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Upfront acquisition consideration $1.35 billion Cash consideration ADI will pay to Alif stockholders under the definitive agreement
Contingent consideration cap $200 million Maximum incremental contingent consideration ADI may pay in the transaction
ADI FY25 revenue More than $11 billion Revenue for Analog Devices in fiscal year 2025
Expected closing timing Before end of calendar year 2026 Target completion timeframe for the Alif acquisition, subject to conditions
Exhibit 99.1 date September 9, 2026 Date of the joint press release announcing the Alif transaction
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"subject to the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
contingent consideration financial
"ADI may pay an incremental contingent consideration of up to $200 million"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Physical Intelligence technical
"At ADI, this is called Physical Intelligence"
EdgeAI technical
"highly power-efficient EdgeAI microcontrollers and fusion processors"
Edge AI is artificial intelligence that runs directly on local devices—like smartphones, sensors, or factory machines—instead of relying on distant cloud servers. For investors, it matters because on-device AI can lower operating costs, improve speed and privacy, and enable products to work without constant internet access, potentially creating new revenue streams and competitive advantages for companies that adopt it early.
Intelligent Edge technical
"to enable breakthroughs at the Intelligent Edge"
Intelligent edge describes computing power and smart software placed close to where data is created—on devices, sensors, or local gateways—so decisions can be made instantly without sending everything to a distant cloud. For investors it matters because companies that use intelligent edge can lower costs, speed up services, protect data, and enable new products, potentially boosting revenue, margins, and competitive advantage much like adding a local manager who speeds up and improves decisions.

FAQ

What acquisition did Analog Devices (ADI) announce on September 9, 2026?

Analog Devices announced a definitive agreement to acquire Alif Semiconductor, a provider of low-power AI-native microcontrollers and fusion processors, in an all-cash transaction, subject to customary closing conditions and regulatory review.

How much is ADI paying to acquire Alif Semiconductor (ADI)?

Under the agreement, ADI will pay Alif stockholders $1.35 billion in upfront cash, with the possibility of up to an additional $200 million in contingent consideration, subject to the terms of the definitive agreement.

When is the ADI acquisition of Alif Semiconductor expected to close?

The acquisition of Alif Semiconductor by ADI is expected to close before the end of calendar year 2026, subject to customary closing conditions and expiration of the applicable Hart-Scott-Rodino Act waiting period.

What capabilities does Alif Semiconductor add to ADI (ADI)?

Alif brings a platform of high-efficiency AI-native microcontrollers and fusion processors, enabling real-time sensor fusion, low-latency inference, and on-device AI for edge systems, which ADI plans to integrate with its sensing and signal-processing portfolio.

How large is Analog Devices’ business compared to this deal (ADI)?

Analog Devices reports more than $11 billion of revenue in FY25. The acquisition of Alif, with $1.35 billion upfront consideration, represents a meaningful but not company-defining transaction relative to ADI’s disclosed revenue base.

What regulatory approvals are required for ADI’s acquisition of Alif Semiconductor?

Closing is conditioned on customary approvals, including expiration of the applicable waiting period (and any extension) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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

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Learn about SEC filing dates
ANALOG DEVICES INC false 0000006281 0000006281 2026-09-09 2026-09-09
 
 

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 9, 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 7.01.

Regulation FD Disclosure

On September 9, 2026, Analog Devices, Inc. (the “Company”) and Alif Semiconductor, Inc. (“Alif”) announced the entry into a definitive agreement under which the Company will acquire Alif, a provider of low-power microcontroller and fusion processor semiconductor products with integrated AI/ML acceleration. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions, including the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. A copy of the joint press release is furnished herewith as Exhibit 99.1 and will also be available on the Company’s website at www.analog.com.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be incorporated into any registration statement or other document filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Joint press release, dated September 9, 2026
104    Cover Page Interactive Data File (formatted as inline XBRL).


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.

 

Date: September 9, 2026     ANALOG DEVICES, INC.
    By:  

/s/ Janene I. Asgeirsson

      Janene I. Asgeirsson
      Senior Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

 

LOGO

CONTACT:

Jeff Ambrosi

Senior Director, Investor Relations

Analog Devices

Investor.Relations@analog.com

(781) 461-3282

Ferda Millan

Global PR and External Communications

Analog Devices

CorpComm@analog.com

(408) 373-1854

For Release: September 9, 2026

Analog Devices to Acquire Alif Semiconductor, Adding an AI-Native Processing

Platform to Advance Physical Intelligence for the Next Generation of Real-World Systems

 

   

Accelerates ADI’s delivery of “Physical Intelligence”, enabling systems to sense, reason, and act locally in real time within the constraints of the physical world

 

   

Adds Alif’s AI-native fusion processors, giving customers a scalable platform to quickly build full system solutions by combining next-generation digital with ADI’s leading edge analog portfolio

 

   

Expands ADI’s total addressable market across industrial, data center infrastructure, defense, energy, robotics, digital health, and wearable applications by enabling complete, differentiated solutions

WILMINGTON, Mass. and PLEASANTON, Calif., September 9, 2026 – Analog Devices, Inc. (NASDAQ: ADI) and Alif Semiconductor today announced that they have entered into a definitive agreement under which ADI will acquire Alif in an all-cash transaction for $1.35 billion.

Artificial intelligence is entering a new phase as models move beyond interpreting words and images to understanding context and interacting with the physical world. This transition requires systems that can reason from signals such as motion, sound, vibration, radio waves, and thermodynamics, and operate locally within demanding power, latency, security, and reliability constraints. At ADI, this is called Physical Intelligence.

Alif is redefining edge intelligence with a sophisticated platform of high-efficiency AI-native microcontrollers and fusion processors. Its heterogeneous architecture enables real-time sensor fusion, low-latency inference, and on-device AI, bringing advanced intelligence to demanding physical systems.


Combining ADI’s leadership in sensing, signal processing, power, connectivity, and application software with Alif’s leading-edge digital platform will accelerate the delivery of more complete Physical Intelligence solutions. Together, ADI and Alif can address a broader range of customers’ most complex system-level challenges.

Commentary

 

   

“AI is moving out of the data center and into the physical world, where latency, power, and trust cannot be compromised. That is the domain ADI has mastered for decades, at the delicate electro-physical interface where real-world signals become actionable intelligence. By combining Alif’s digital processing capabilities with our leadership in multi-modal sensing, signal processing, power, connectivity, and software, we can empower customers to create entirely new classes of secure, intelligent systems that sense, reason, and act locally in real time. This is the next frontier of AI: embodied and deterministic. This is Physical Intelligence in action,” said Vincent Roche, CEO and Chair of ADI.

 

   

“Alif was founded to reimagine what a microcontroller can be in the AI era. We engineered a heterogeneous architecture from the start, integrating dedicated low-power neural processing with connectivity, security, and intelligent power management that delivers compute resources precisely where they’re needed. Combined with ADI’s deep physical-domain expertise and broad analog system capabilities, we can expand our reach to deliver the solutions that can power the future of Physical Intelligence,” said Reza Kazerounian, Co-Founder and President of Alif.

Alif’s silicon is already shipping in production, with design wins across leading consumer and industrial customers.

Transaction Details

Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, ADI will pay Alif’s stockholders $1.35 billion of upfront consideration in cash, subject to the terms of the definitive agreement. In addition, ADI may pay an incremental contingent consideration of up to $200 million. The transaction is expected to close before the end of calendar year 2026, subject to customary closing conditions and the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

About Analog Devices, Inc.

Analog Devices, Inc. (NASDAQ: ADI) is a global semiconductor leader that bridges the physical and digital worlds to enable breakthroughs at the Intelligent Edge. ADI combines analog, digital, AI, and software technologies into solutions that combat climate change, reliably connect humans and the world, and help drive advancements in automation and robotics, mobility, healthcare, energy and data centers. With revenue of more than $11 billion in FY25, ADI ensures today’s innovators stay Ahead of What’s Possible. Learn more at www.analog.com and on LinkedIn and X.


About Alif Semiconductor

Alif Semiconductor, headquartered in Pleasanton, California, is a provider of the next generation of secure, connected, highly power-efficient EdgeAI microcontrollers and fusion processors. Alif’s architectures scale from single-core to multi-core systems featuring integrated neural processing units (NPUs) and advanced graphics acceleration. Learn more at alifsemi.com.

Advisors

PJT Partners is acting as financial advisor to ADI, and Wachtell, Lipton, Rosen & Katz as legal counsel. Qatalyst Partners is acting as financial advisor, and DLA Piper as legal counsel to Alif.

All trademarks and registered trademarks are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements, which address a variety of subjects including, for example, the expected timetable for closing of the transaction between Analog Devices, Inc. and Alif Semiconductor; the expected benefits of the transaction; ADI’s expected product offerings, product development, and technical advances resulting from the transaction; markets, market position, addressable markets, and growth opportunities; and other future events. Statements that are not historical facts, including statements about our beliefs, plans, and expectations, are forward-looking statements. Such statements are based on our current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that regulatory approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all; the possibility that the transaction will not close or that closing may be delayed; unforeseen or unknown liabilities; costs or expenses related to the transaction; the inability to retain key personnel; difficulties in integrating the acquired business; the risk that expected benefits of the transaction may not be realized or may take longer to realize than expected; and uncertainty as to the long-term value of our common stock. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the Securities and Exchange Commission, including the risk factors contained in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by us to reflect subsequent events or circumstances.

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