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Analog Devices (ADI) CEO sells 10K shares after exercising options under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Analog Devices Chair and CEO Vincent Roche reported an option exercise and share sale. On July 1, 2026, he exercised 10,000 Non-Qualified Stock Options at $108.08 per share, acquiring the same number of common shares.

On the same date, he completed an open-market sale of 10,000 common shares at an average price of $389.75 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 3, 2025. Following these transactions, Roche directly holds 137,537.875 common shares, with additional indirect holdings of 50,000 and 23,515 shares in separate Grantor Retained Annuity Trusts.

Positive

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Negative

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Insights

CEO exercised 10,000 options and sold 10,000 shares under a pre-set 10b5-1 plan.

Chair and CEO Vincent Roche exercised 10,000 Non-Qualified Stock Options at $108.08, then sold 10,000 common shares at $389.75. The filing shows this as an exercise-and-sell pattern, a common way to turn option awards into cash.

The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on December 3, 2025, which typically signals a scheduled, rather than opportunistic, transaction. After the trades, he still directly owns 137,537.875 shares and holds additional shares indirectly through Grantor Retained Annuity Trusts, indicating a continuing equity stake.

Insider ROCHE VINCENT
Role Chair & CEO
Sold 10,000 shs ($3.90M)
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (right to buy) 10,000 $108.08 $1.08M
Exercise Comm Stock - $.16-2/3 value 10,000 $108.08 $1.08M
Sale Comm Stock - $.16-2/3 value 10,000 $389.75 $3.90M
holding Comm Stock-$.16-2/3 value -- -- --
holding Comm Stock-$.16-2/3 value -- -- --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 80,803 shares (Direct, null); Comm Stock - $.16-2/3 value — 147,537.875 shares (Direct, null); Comm Stock-$.16-2/3 value — 23,515 shares (Indirect, Vincent Roche 2024 Grantor Retained Annuity Trust)
Footnotes (1)
  1. These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on December 3, 2025. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024. Shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust dated January 11, 2026. This option is fully vested.
Shares sold 10,000 shares Open-market sale of common stock on July 1, 2026 at $389.75
Sale price $389.75/share Average price for 10,000 ADI common shares sold July 1, 2026
Options exercised 10,000 options Non-Qualified Stock Options exercised at $108.08 on July 1, 2026
Option exercise price $108.08/share Conversion price for 10,000 Non-Qualified Stock Options
Direct holdings after transaction 137,537.875 shares ADI common stock directly owned by Vincent Roche after July 1, 2026
Indirect trust holdings (2026 GRAT) 50,000 shares Shares held by Vincent Roche 2026 Grantor Retained Annuity Trust
Indirect trust holdings (2024 GRAT) 23,515 shares Shares held by Vincent Roche 2024 Grantor Retained Annuity Trust
Options remaining after exercise 80,803 options Non-Qualified Stock Options outstanding after 10,000-option exercise
Rule 10b5-1 trading plan regulatory
"These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Grantor Retained Annuity Trust financial
"Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (right to buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
fully vested financial
"This option is fully vested"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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*
ROCHE VINCENT

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chair & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Comm Stock - $.16-2/3 value07/01/2026M10,000A$108.08147,537.875D
Comm Stock - $.16-2/3 value07/01/2026S10,000(1)D$389.75137,537.875D
Comm Stock-$.16-2/3 value23,515I(2)Vincent Roche 2024 Grantor Retained Annuity Trust
Comm Stock-$.16-2/3 value50,000I(3)Vincent Roche 2026 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$108.0807/01/2026M10,000 (4)03/13/2029Comm Stock - $.16-2/3 value10,000$108.0880,803D
Explanation of Responses:
1. These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on December 3, 2025.
2. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
3. Shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust dated January 11, 2026.
4. This option is fully vested.
Remarks:
/s/ Shelly Shaw, General Counsel, by Power of Attorney07/06/2026
** Signature of Reporting PersonDate
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 CEO Vincent Roche report on July 1, 2026?

Vincent Roche reported exercising 10,000 Non-Qualified Stock Options at $108.08 per share and selling 10,000 Analog Devices (ADI) common shares at an average price of $389.75 per share, all dated July 1, 2026.

How many Analog Devices (ADI) shares does Vincent Roche hold after this Form 4?

After the reported transactions, Vincent Roche directly owns 137,537.875 ADI common shares. He also has indirect holdings of 50,000 and 23,515 shares through the 2026 and 2024 Grantor Retained Annuity Trusts, respectively, as shown in the filing.

Were Vincent Roche’s ADI share sales made under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the 10,000-share sale was executed under a Rule 10b5-1 trading plan adopted on December 3, 2025, indicating the transaction was pre-arranged rather than timed at the CEO’s discretion.

What stock options did Vincent Roche exercise in this ADI Form 4?

Roche exercised 10,000 Non-Qualified Stock Options with a conversion price of $108.08 per share, receiving an equal number of ADI common shares. A footnote notes that this option is fully vested, and the derivative table shows 80,803 options remaining.

How significant is the 10,000-share ADI sale relative to Vincent Roche’s holdings?

The Form 4 shows a sale of 10,000 shares while he retains 137,537.875 shares directly, plus additional indirect trust holdings. This means he disposed of only a portion of his overall ADI equity position, while maintaining substantial ownership.

What indirect ADI holdings does Vincent Roche have through trusts?

The filing lists 50,000 ADI common shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust and 23,515 shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust, both categorized as indirect ownership on the Form 4.