Analog Devices (ADI) SVP reports stock award and tax withholding moves

Q: Was the Analog Devices (ADI) Form 4 filing a discretionary stock sale by the executive?

No, the filing does not show an open-market sale. The 842.757-share disposition is labeled as an F-code tax-withholding transaction, meaning shares were withheld to pay tax obligations on vesting RSUs and PRSUs rather than sold at the executive’s discretion.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Analog Devices SVP and Chief Customer Officer Katsufumi Nakamura reported routine equity compensation and related tax withholding transactions. On March 18, 2026, he acquired 399 shares of common stock in a grant/award, bringing his direct holdings to 12,265.941 shares.

On March 16, 2026, 842.757 shares were disposed of at $310.92 per share to satisfy tax withholding obligations tied to the vesting of 135 performance-based RSUs and 2,696 RSUs. Footnotes state the newly reported shares were earned from PRSUs granted on April 3, 2023, based on total shareholder return performance at 192.01% of target, and are scheduled to vest on March 29, 2026 subject to continued employment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nakamura Katsufumi

Role SVP, Chief Customer Officer

Type	Security	Shares	Price	Value
Grant/Award	Comm Stock-$.16-2/3 value	399	$0.00	--
Tax Withholding	Comm Stock-$.16-2/3 value	842.757	$310.92	$262K

Holdings After Transaction: Comm Stock-$.16-2/3 value — 12,265.941 shares (Direct)

Footnotes (1)

Represents aggregate shares withheld to satisfy tax withholding obligations on 135 Performance-based Restricted Stock Units (PRSUs) and 2,696 Restricted Stock Units (RSUs) that vested on March 16, 2026. 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.

Form 4 Insider Transactions: What Each Field Means →

03/18/2026 - 05:21 PM

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
Estimated average burden
hours per response:			0.5

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^*

Nakamura Katsufumi

(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)
	SVP, Chief Customer Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Comm Stock-$.16-2/3 value	03/16/2026		F		842.757⁽¹⁾	D	$310.92	11,866.941	D
Comm Stock-$.16-2/3 value	03/18/2026		A		399⁽²⁾	A	$0	12,265.941	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents aggregate shares withheld to satisfy tax withholding obligations on 135 Performance-based Restricted Stock Units (PRSUs) and 2,696 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ADI executive Katsufumi Nakamura report on this Form 4?

Katsufumi Nakamura reported one stock award and one tax withholding event. He received 399 shares of Analog Devices common stock as a grant and had 842.757 shares withheld at $310.92 per share to cover taxes on recently vested RSUs and PRSUs.

Was the Analog Devices (ADI) Form 4 filing a discretionary stock sale by the executive?

No, the filing does not show an open-market sale. The 842.757-share disposition is labeled as an F-code tax-withholding transaction, meaning shares were withheld to pay tax obligations on vesting RSUs and PRSUs rather than sold at the executive’s discretion.

How many Analog Devices (ADI) shares does Katsufumi Nakamura hold after these transactions?

After the reported transactions, Nakamura directly holds 12,265.941 shares. This figure reflects his position following the 399-share grant on March 18, 2026, and the separate tax-withholding disposition of 842.757 shares on March 16, 2026, as disclosed in the Form 4.

What is the nature of the stock award reported by Analog Devices (ADI) SVP Nakamura?

The award relates to performance-based restricted stock units (PRSUs). Footnotes explain these shares were earned from PRSUs granted on April 3, 2023, based on total shareholder return performance at 192.01% of target, and are scheduled to vest on March 29, 2026, contingent on continued employment.

Why were 842.757 Analog Devices (ADI) shares disposed of in Nakamura’s Form 4?

The 842.757-share disposition covered tax withholding on vested equity awards. Footnotes state the shares represent aggregate withholding for 135 PRSUs and 2,696 RSUs that vested on March 16, 2026, and were not a discretionary open-market sale by the executive.

Does the Analog Devices (ADI) Form 4 indicate remaining unvested performance awards for Nakamura?

Yes, the filing references earned PRSUs that will vest later. Footnotes note that shares earned from PRSUs granted April 3, 2023, based on 192.01% of target performance, are scheduled to vest on March 29, 2026, subject to Nakamura’s continued employment with the company.