Analog Devices Form 4: RSU Tax-Withholding Reduces Holdings to 75,548 Shares

Rhea-AI Filing Summary

Analog Devices insider filing shows a tax-withholding disposition tied to RSU vesting on August 15, 2025. Martin Cotter, identified as SVP, Vertical Business Units, reported 704.941 shares of Analog Devices common stock were disposed on 08/15/2025 at a price of $231.63 per share to satisfy tax-withholding obligations for the vesting of 1,458 restricted stock units.

After the withholding disposition, the filing reports beneficial ownership of 75,547.846 shares, which includes 26.855 shares acquired under the company’s Amended & Restated 2022 Employee Stock Purchase Plan on June 6, 2025. The form was signed on behalf of the reporting person by power of attorney on 08/19/2025.

Positive

• Transparent disclosure of tax-withholding disposition tied to RSU vesting, including transaction date and price.

Negative

• Insider share reduction of 704.941 shares (withheld), which reduces the reporting person’s direct holdings though attributed to tax withholding rather than an open market sale.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share disposition from RSU vesting; not a directional trade signal.

The Form 4 documents a common administrative transaction: 704.941 shares were withheld at $231.63 to satisfy taxes on 1,458 vested RSUs. This is a non-discretionary, tax-related disposition rather than an open-market sale for liquidity or portfolio rebalancing. The post-transaction beneficial ownership of 75,547.846 shares remains sizable for an officer, and the filing also notes a small ESPP purchase of 26.855 shares on June 6, 2025. For investors, the filing signals compensation-related activity rather than a change in confidence in company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 timing and content requirements; shows use of withholding to meet tax obligations.

The Form 4 provides required details: transaction date, amount disposed, price, and explanatory footnotes describing that shares were withheld to cover taxes on vested RSUs. The presence of a power-of-attorney signature and explicit inclusion of ESPP-acquired shares increases transparency. No indication of other derivative transactions or discretionary sales is reported. This filing appears compliant and routine from a governance and reporting perspective.

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
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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^*

Cotter Martin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Vertical Business Units

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		704.941(1)	D	$231.63	75,547.846(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 1,458 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.
* 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

How many shares were disposed of by Martin Cotter on 08/15/2025 for ADI?

704.941 shares were disposed (withheld) on 08/15/2025.

At what price were the shares withheld to satisfy taxes?

The shares were withheld at a price of $231.63 per share.

How many ADI shares does the reporting person beneficially own after the transaction?

The filing reports 75,547.846 shares beneficially owned following the reported transaction.

Why were the shares disposed of according to the filing?

The filing states the disposition represents shares withheld to satisfy tax-withholding obligations for the vesting of 1,458 Restricted Stock Units on August 15, 2025.

Does the filing include other recent share acquisitions?

Yes. The beneficial ownership total includes 26.855 shares acquired under the Analog Devices Amended & Restated 2022 Employee Stock Purchase Plan on June 6, 2025.

Who signed the Form 4 and when was it signed?

The form was signed by /s/ Shelly Shaw, General Counsel, by Power of Attorney on 08/19/2025.