ADI executive reports small tax-withholding share disposition

ANALOG DEVICES INC Senior Vice President and Chief Customer Officer Katsufumi Nakamura reported a routine tax-related share disposition.

Rhea-AI Filing Summary

ANALOG DEVICES INC Senior Vice President and Chief Customer Officer Katsufumi Nakamura reported a routine tax-related share disposition. On March 30, 2026, 120.901 shares of common stock were withheld at $303.10 per share to satisfy tax withholding obligations tied to 399 performance-based restricted stock units that vested that day. Following this withholding, Nakamura directly holds 12,145.04 shares of Analog Devices common stock. This Form 4 reflects a compensation and tax settlement event rather than an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 120.901 shares

Exercise Price or Tax Liability 1 txn

Insider Nakamura Katsufumi

Role SVP, Chief Customer Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Comm Stock-$.16-2/3 value	120.901	$303.10	$37K

Holdings After Transaction: Comm Stock-$.16-2/3 value — 12,145.04 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to satisfy tax withholding obligations for 399 Performance-Based Restricted Stock Units that vested on March 30, 2026.

Key Figures

Shares withheld for taxes: 120.901 shares Withholding share value: $303.10 per share Shares held after transaction: 12,145.04 shares +1 more

4 metrics

Shares withheld for taxes 120.901 shares Tax withholding on vested performance-based RSUs

Withholding share value $303.10 per share Value used for tax-withholding disposition

Shares held after transaction 12,145.04 shares Direct holdings following tax withholding

Performance-based RSUs vested 399 units RSUs vesting on March 30, 2026

Key Terms

Performance-Based Restricted Stock Units, tax withholding obligations, Comm Stock-$.16-2/3 value, Form 4

4 terms

Performance-Based Restricted Stock Units financial

"Represents shares withheld to satisfy tax withholding obligations for 399 Performance-Based Restricted Stock Units that vested"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations for 399 Performance-Based Restricted Stock Units"

Comm Stock-$.16-2/3 value financial

"security_title: "Comm Stock-$.16-2/3 value""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Katsufumi Nakamura reported a tax-related disposition where 120.901 Analog Devices shares were withheld. These shares covered tax obligations on 399 performance-based restricted stock units that vested on March 30, 2026, and were not sold in the open market.

How many Analog Devices (ADI) shares were withheld for taxes from Nakamura’s vested RSUs?

A total of 120.901 shares of Analog Devices common stock were withheld for taxes. The withholding related to 399 performance-based restricted stock units that vested, with the shares valued at $303.10 each for tax calculation purposes.

How many Analog Devices (ADI) shares does Katsufumi Nakamura hold after this Form 4 transaction?

After the tax-withholding disposition, Katsufumi Nakamura directly holds 12,145.04 shares of Analog Devices common stock. This remaining position reflects his direct ownership following the vesting of performance-based restricted stock units and associated share withholding.

Was the Form 4 transaction for Analog Devices (ADI) an open-market sale by the executive?

No, the Form 4 transaction was not an open-market sale. The filing shows shares were withheld to satisfy tax withholding obligations on vested performance-based restricted stock units, a mechanical compensation-related event rather than a discretionary market sale.

What does transaction code “F” mean in the Analog Devices (ADI) Form 4 for Nakamura?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects shares of Analog Devices common stock withheld to cover taxes on the vesting of performance-based restricted stock units granted to Katsufumi Nakamura.

What equity award vested for Analog Devices (ADI) executive Katsufumi Nakamura on March 30, 2026?

A total of 399 performance-based restricted stock units vested for Katsufumi Nakamura on March 30, 2026. To satisfy related tax withholding obligations, 120.901 shares of Analog Devices common stock were withheld instead of being sold in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 04:16 PM Learn about SEC filing dates

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)
03/30/2026

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	03/30/2026		F		120.901(1)	D	$303.1	12,145.04	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 shares withheld to satisfy tax withholding obligations for 399 Performance-Based Restricted Stock Units that vested on March 30, 2026.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	04/01/2026
	** 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)