Analog Devices (NASDAQ: ADI) CAO reports tax withholding on vested performance RSUs

Rhea-AI Filing Summary

Analog Devices Chief Accounting Officer Michael Sondel reported a routine tax-related share disposition. On March 30, 2026, 405.712 shares of common stock were withheld at $303.10 per share to cover tax obligations on 958 performance-based restricted stock units that vested the same day. After this withholding, he directly holds 14,513.578 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sondel Michael

Role CAO (principal acct. officer)

Type	Security	Shares	Price	Value
Tax Withholding	Comm Stock - $.16-2/3 value	405.712	$303.10	$123K

Holdings After Transaction: Comm Stock - $.16-2/3 value — 14,513.578 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 405.712 shares Withholding price per share: $303.10 per share Shares held after transaction: 14,513.578 shares +1 more

4 metrics

Shares withheld for taxes 405.712 shares Withheld on March 30, 2026 for tax obligations

Withholding price per share $303.10 per share Applied to 405.712 withheld common shares

Shares held after transaction 14,513.578 shares Direct common stock holding after March 30, 2026 transaction

Vested performance-based RSUs 958 units Performance-Based Restricted Stock Units vested on March 30, 2026

Key Terms

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

3 terms

Performance-Based Restricted Stock Units financial

"Represents shares withheld to satisfy tax withholding obligations for 958 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 958 Performance-Based Restricted Stock Units"

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

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Sondel Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO (principal acct. 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		405.712(1)	D	$303.1	14,513.578	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 958 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)

FAQ

What insider transaction did ADI executive Michael Sondel report on this Form 4?

Michael Sondel reported a tax-related disposition of shares. On March 30, 2026, 405.712 Analog Devices common shares were withheld at $303.10 each to satisfy tax obligations tied to vesting performance-based restricted stock units.

Was the ADI Form 4 transaction an open-market sale of shares?

No, the Form 4 describes tax withholding, not an open-market sale. Shares were automatically withheld by Analog Devices to cover taxes on vested performance-based restricted stock units, a standard administrative process rather than a discretionary share sale.

How many Analog Devices shares were withheld for taxes in this ADI Form 4?

The filing shows 405.712 common shares withheld for taxes. These shares were used to satisfy withholding obligations related to 958 performance-based restricted stock units that vested on March 30, 2026, instead of being sold in the open market.

What price per share is reported in Michael Sondel’s ADI Form 4 transaction?

The Form 4 reports a transaction price of $303.10 per Analog Devices share. This price is associated with the 405.712 shares withheld to satisfy tax withholding obligations on vested performance-based restricted stock units on March 30, 2026.

How many ADI shares does Michael Sondel hold after this Form 4 transaction?

Following the tax withholding transaction, Michael Sondel directly holds 14,513.578 Analog Devices common shares. This figure reflects his position after 405.712 shares were withheld to cover tax obligations on newly vested performance-based restricted stock units.

What equity award triggered the tax withholding reported in ADI’s Form 4?

The tax withholding relates to 958 performance-based restricted stock units that vested on March 30, 2026. To cover tax obligations from this vesting, 405.712 Analog Devices common shares were withheld instead of requiring a separate cash payment for taxes.