ADI Insider Filing: CAO Reports RSU Vesting, ESPP Purchase

Rhea-AI Filing Summary

Michael Sondel, Chief Accounting Officer and director-level reporting person at Analog Devices, Inc. (ADI), reported a transaction dated 08/15/2025. The filing discloses that 491 restricted stock units vested and shares were withheld to satisfy tax withholding obligations for that vesting. The form also notes 26.855 shares were acquired under the companys Amended & Restated 2022 Employee Stock Purchase Plan on 06/06/2025. The Form 4 was signed on behalf of the reporting person by General Counsel Shelly Shaw by power of attorney on 08/19/2025. The filing is a routine insider report of equity vesting and ESPP participation.

Positive

• RSU vesting occurred, indicating compensation delivery under existing equity awards
• Participation in the ADI ESPP (26.855 shares acquired on 06/06/2025) shows alignment with employee ownership programs
• Transaction was administrative (shares withheld for tax withholding), not an open-market sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider equity activity reflecting RSU vesting and tax-withholding, consistent with standard executive compensation practices.

The Form 4 records non-discretionary internal compensation mechanics: 491 RSUs vested and shares were withheld to cover taxes, which is a common administrative action and not indicative of a trading decision. The separate note that 26.855 shares were acquired under the companys ESPP confirms participation in employee benefit programs. No unusual selling or large disposals are disclosed in this filing.

Securities Analyst

TL;DR: Non-material insider filing; action is administrative (tax withholding) and shows ESPP usage, not a market-significant trade.

From an investor-impact viewpoint, the reported transactions are administrative: RSU vesting with shares withheld for taxes and a small ESPP purchase. The filing does not show open-market sales or purchases that would alter ownership materially. There is no indication of unexpected liquidity events or signaling through this Form 4.

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	163.75	$231.63	$38K

Holdings After Transaction: Comm Stock - $.16-2/3 value — 18,709.691 shares (Direct)

Footnotes (1)

1. The reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 491 Restricted Stock Units on August 15, 2025. Includes 26.855 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 6, 2025.

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 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)
	CAO (principal acct. 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		163.75(1)	D	$231.63	18,709.691(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 491 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

What did Michael Sondel report on the Form 4 for ADI?

The Form 4 reports that 491 restricted stock units vested on 08/15/2025 with shares withheld to satisfy tax withholding, and it notes 26.855 shares acquired under the ESPP on 06/06/2025.

Does the Form 4 show an open-market sale or purchase by the insider?

No. The filing documents shares withheld to satisfy tax obligations for RSU vesting and an ESPP acquisition; it does not disclose an open-market sale or purchase.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of the reporting person by Shelly Shaw, General Counsel, by power of attorney on 08/19/2025.

How many RSUs vested according to the filing?

The filing states that 491 restricted stock units vested on 08/15/2025 and shares were withheld to satisfy tax withholding obligations.

Does the filing indicate any change in beneficial ownership magnitude for ADI?

The filing notes specific administrative share movements (RSU withholding and ESPP acquisition), but it does not present any market-significant change in ownership beyond those reported transactions.