RSU tax withholding impacts Analog Devices (ADI) CFO share count

Rhea-AI Filing Summary

Analog Devices EVP and CFO Richard C. Puccio Jr. reported a routine tax-related share disposition. On March 16, 2026, 9,967.53 shares of common stock at $310.92 per share were withheld to satisfy tax obligations on 20,860 Restricted Stock Units that vested that day. After this withholding, he directly holds 51,455.559 common shares, indicating the event reflects compensation-related vesting rather than an open-market sale.

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

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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^*

Puccio Richard C Jr

(Last) (First) (Middle)

C/O ANALOG DEVICES, INC.

1 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)
	EVP and CFO

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		9,967.53(1)	D	$310.92	51,455.559	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 20,860 Restricted Stock Units (RSUs) that vested on March 16, 2026.

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 did ADI CFO Richard Puccio report in this Form 4 filing?

ADI’s CFO Richard C. Puccio Jr. reported shares withheld for taxes, not an open-market trade. The withholding covered tax obligations arising from vested Restricted Stock Units, reflecting a routine compensation-related event rather than a discretionary buy or sell decision.

How many Analog Devices shares were withheld for ADI CFO’s taxes?

A total of 9,967.53 Analog Devices common shares were withheld. These shares covered tax withholding obligations triggered when a larger block of Restricted Stock Units vested, rather than representing a traditional market sale or purchase by the executive.

What RSU vesting event triggered tax withholding for ADI’s CFO?

Tax withholding was triggered when 20,860 Restricted Stock Units vested on March 16, 2026. When RSUs vest, the value becomes taxable income, and issuers commonly withhold shares to satisfy associated tax obligations on behalf of the executive.

At what price per share were ADI CFO’s withheld shares valued?

The withheld shares were valued at $310.92 per share. This price is used to calculate the value of the shares surrendered to cover income tax obligations resulting from the vesting of the CFO’s Restricted Stock Units.

How many Analog Devices shares does the ADI CFO hold after this transaction?

Following the tax withholding, the CFO directly holds 51,455.559 Analog Devices common shares. This post-transaction balance shows he retains a substantial equity position, while the reported transaction primarily reflects routine tax treatment of vested stock-based compensation.

Does this ADI Form 4 indicate an open-market sale by the CFO?

No, this Form 4 reflects shares withheld for tax obligations, not an open-market sale. The transaction is coded as tax-withholding disposition, a common mechanism companies use when employee or executive Restricted Stock Units vest and become taxable.