Analog Devices insider reports RSU tax-withholding; 13,548.86 shares remain

Rhea-AI Filing Summary

Nakamura Katsufumi, Senior Vice President and Chief Customer Officer of Analog Devices, Inc. (ADI), reported a transaction dated 08/15/2025 related to the vesting of restricted stock units. The filing shows 122.097 shares were withheld to satisfy tax withholding obligations at a reported price of $231.63 per share. After the withholding, the reporting person beneficially owned 13,548.86 shares of ADI common stock. The filing also notes inclusion of 26.855 shares acquired under the company's Amended & Restated 2022 Employee Stock Purchase Plan on 06/06/2025. The Form 4 was signed by counsel by power of attorney on 08/19/2025.

Positive

• Disclosure compliance: The filing transparently reports RSU vesting and tax-withholding, meeting Section 16 reporting requirements.
• Continued ownership: The reporting person retains 13,548.86 shares after the withholding, indicating ongoing ownership stake.
• ESPP participation: Includes 26.855 shares purchased under the 2022 Employee Stock Purchase Plan, showing employee investment in ADI stock.

Negative

• Slight reduction in holdings: 122.097 shares were disposed (withheld) to satisfy taxes related to RSU vesting.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested RSUs; small reduction in reported shareholdings with no new purchases or sales beyond withholding.

The Form 4 documents a tax-withholding disposition of 122.097 shares at $231.63 per share tied to the vesting of 416 Restricted Stock Units. Such withholdings are standard and do not represent a voluntary sale for liquidity or voting change. The remaining beneficial ownership of 13,548.86 shares includes 26.855 ESPP shares purchased on 06/06/2025. From an investor-impact perspective, this is informational and routine, not a material change to ownership or control.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; transaction reflects executive compensation mechanics rather than strategic disposition.

The report clearly identifies the reporting person, role (SVP, Chief Customer Officer), and the reason for the disposal as tax withholding on RSU vesting. The use of a power of attorney to sign the filing is disclosed. These elements meet standard compliance and transparency expectations under Section 16; there is no indication of atypical insider trading behavior in this filing.

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

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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^*

Nakamura Katsufumi

(Last) (First) (Middle)

C/O ANALOG DEVICES, INC.

1 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		122.097(1)	D	$231.63	13,548.86(2)	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. The reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 416 Restricted Stock Units on August 15, 2025.

2. Includes 26.855 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 6, 2025.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The filing reports 122.097 shares were withheld416 Restricted Stock Units on 08/15/2025.

How many ADI shares does Nakamura Katsufumi beneficially own after the reported transaction?

The filing shows beneficial ownership of 13,548.86 shares

What price was used for the reported withholding on the Form 4?

The transaction lists a price of $231.63 per share

Does the Form 4 include any purchases under ADI's employee plans?

Yes. The filing notes inclusion of 26.855 shares06/06/2025.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Shelly Shaw, General Counsel, by Power of Attorney and dated 08/19/2025.