Analog Devices (ADI) SVP gets stock award as shares withheld for taxes

Rhea-AI Filing Summary

Analog Devices senior vice president Martin Cotter reported routine equity compensation activity. On March 18, 2026, he received a grant of 8,026 shares of common stock as a stock award, bringing his direct holdings to 54,405.455 shares.

On March 16, 2026, 3,284.229 shares were withheld at $310.92 per share to cover tax obligations tied to the vesting of 1,590 performance-based RSUs and 5,907 RSUs. These transactions reflect compensation and tax withholding rather than open-market buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cotter Martin

(Last) (First) (Middle)

ONE ANALOG WAY

(Street)

WILMINGTON MASSACHUSETTS 01887

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Vertical Business Units

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Comm Stock-$.16-2/3 value	03/16/2026		F		3,284.229(1)	D	$310.92	46,379.455	D
Comm Stock-$.16-2/3 value	03/18/2026		A		8,026(2)	A	$0	54,405.455	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents aggregate shares withheld to satisfy tax withholding obligations on 1,590 Performance-based Restricted Stock Units (PRSUs) and 5,907 Restricted Stock Units (RSUs) that vested on March 16, 2026.

2. Represents shares of common stock of the Company earned in connection with PRSUs granted on April 3, 2023. The shares were earned based on the achievement of certain pre-established performance parameters relating to the Company's relative total shareholder return performance over a three-year period at 192.01% of target. The shares will vest on March 29, 2026, subject to the Reporting Person's continued employment with the Company.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ADI executive Martin Cotter report?

Martin Cotter reported a stock award and tax withholding. He received 8,026 Analog Devices common shares as compensation, and 3,284.229 shares were withheld at $310.92 per share to satisfy tax obligations on vested RSUs and PRSUs.

Did Martin Cotter buy or sell Analog Devices (ADI) shares in the market?

No open-market purchases or sales were reported. The filing shows a stock award of 8,026 shares and 3,284.229 shares withheld to cover taxes on vesting equity, which is a non-market, compensation-related event rather than discretionary trading activity.

How many Analog Devices (ADI) shares does Martin Cotter hold after these transactions?

After the March 18, 2026 stock award, Martin Cotter directly holds 54,405.455 Analog Devices common shares. This figure reflects his position following the equity grant and the earlier tax withholding tied to RSU and PRSU vesting events.

What equity awards vested for ADI executive Martin Cotter?

On March 16, 2026, 1,590 performance-based RSUs and 5,907 RSUs vested for Martin Cotter. The company withheld 3,284.229 shares to satisfy related tax obligations, while the underlying awards represent part of his ongoing stock-based compensation package.

How were Martin Cotter’s performance-based RSUs at Analog Devices determined?

The performance-based RSUs were granted April 3, 2023 and earned based on Analog Devices’ relative total shareholder return over a three-year period. They were achieved at 192.01% of target, with the earned shares scheduled to vest on March 29, 2026, subject to continued employment.

Is the Analog Devices (ADI) insider activity a strong bullish or bearish signal?

The reported activity is neutral in signaling terms. It reflects routine stock-based compensation and tax withholding for senior vice president Martin Cotter, rather than discretionary open-market buying or selling that might more directly indicate a bullish or bearish outlook.