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Analog Devices CEO reports 10,000‑share exercise and 10,000‑share sale

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Vincent Roche, Chair & CEO of Analog Devices, Inc. (ADI), reported multiple transactions on 10/01/2025. He exercised 10,000 non‑qualified stock options at an exercise price of $94.41, and separately sold 10,000 shares at $243.71 under a 10b5‑1 plan adopted May 23, 2025. Following the reported transactions, Roche beneficially owned 150,118.462 shares after the exercise and 140,118.462 shares after the sale, with 84,637 shares underlying outstanding options. He also holds 34,828 shares in the Vincent Roche 2023 Grantor Retained Annuity Trust and 23,515 shares in the Vincent Roche 2024 Grantor Retained Annuity Trust.

Positive

  • Exercised 10,000 stock options at an exercise price of $94.41
  • Maintains beneficial ownership of 150,118.462 shares immediately after the exercise
  • Holds 84,637 shares underlying outstanding options, indicating ongoing option positions

Negative

  • Sold 10,000 shares at $243.71 pursuant to a 10b5‑1 plan, reducing direct holdings to 140,118.462
  • Reported transactions include both acquisition and disposition on the same date, changing direct share counts

Insights

Insider exercised options and executed a planned sale on 10/01/2025.

The filing shows a simultaneous 10,000‑share option exercise at $94.41 and a 10,000‑share sale at $243.71, with the sale executed pursuant to a 10b5‑1 plan adopted May 23, 2025. These are reported as separate non‑derivative and derivative transactions and the option is noted as fully vested.

Reported beneficial ownership totals include 150,118.462 shares following the exercise and 140,118.462 shares following the sale, plus 84,637 shares underlying options and trust holdings of 34,828 and 23,515 shares. This filing is material to shareholders because it documents changes in the CEO's direct and indirect stake and the use of a pre‑arranged trading plan.

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).
1. Name and Address of Reporting Person*
ROCHE VINCENT

(Last) (First) (Middle)
ONE ANALOG WAY

(Street)
WILMINGTON MA 01887

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 10/01/2025 M 10,000 A $94.41 150,118.462 D
Comm Stock - $.16-2/3 value 10/01/2025 S 10,000(1) D $243.71 140,118.462 D
Comm Stock-$.16-2/3 value 34,828 I(2) Vincent Roche 2023 Grantor Retained Annuity Trust
Comm Stock-$.16-2/3 value 23,515 I(3) Vincent Roche 2024 Grantor Retained Annuity Trust
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
Non-Qualified Stock Option (right to buy) $94.41 10/01/2025 M 10,000 03/15/2021(4) 03/11/2030 Comm Stock - $.16-2/3 value 10,000 $94.41 84,637 D
Explanation of Responses:
1. These shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on May 23, 2025.
2. Shares held by the Vincent Roche 2023 Grantor Retained Annuity Trust dated August 25, 2023.
3. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
4. This option is fully vested.
Remarks:
/s/ Shelly Shaw, General Counsel, by Power of Attorney 10/02/2025
** 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.

FAQ

What transactions did Vincent Roche report on the ADI Form 4?

He reported an exercise of 10,000 non‑qualified stock options at $94.41 and a sale of 10,000 shares at $243.71 on 10/01/2025.

How many ADI shares does Roche beneficially own after these transactions?

The Form 4 shows 150,118.462 shares following the option exercise and 140,118.462 shares following the sale.

Are any sales tied to a trading plan?

Yes. The Form 4 states the 10,000 shares were sold pursuant to a 10b5‑1 plan adopted May 23, 2025.

Does Roche hold shares indirectly?

Yes. The filing reports 34,828 shares in the Vincent Roche 2023 Grantor Retained Annuity Trust and 23,515 shares in the Vincent Roche 2024 Grantor Retained Annuity Trust.

Are the exercised options vested?

The Form 4 states that the option related to the reported exercise is fully vested.
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