Analog Devices (ADI) EVP Vivek Jain gets stock grant, shares withheld for taxes

Rhea-AI Filing Summary

Analog Devices EVP Vivek Jain reported routine equity compensation activity. On March 18, 2026, he received 12,576 shares of common stock as a grant or award, bringing his direct holdings to 48,475.567 shares.

On March 16, 2026, 5,521.559 shares were withheld at $310.92 per share to cover tax obligations tied to 2,491 performance-based RSUs and 8,377 RSUs that vested on that date. The newly granted shares were earned from PRSUs granted on April 3, 2023, based on relative total shareholder return performance at 192.01% of target and are scheduled to vest on March 29, 2026, subject to his continued employment.

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^*

Jain Vivek

(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)
	EVP, Global Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		F		5,521.559(1)	D	$310.92	35,899.567(2)	D
Comm Stock - $.16-2/3 value	03/18/2026		A		12,576(3)	A	$0	48,475.567	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 aggregate shares withheld to satisfy tax withholding obligations on 2,491 Performance-based Restricted Stock Units (PRSUs) and 8,377 Restricted Stock Units (RSUs) that vested on March 16, 2026.

2. Includes 25.838 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on December 5, 2025.

3. Represents shares of common stock of the Company earned in connection with PRSUs granted on April 3, 2023. The shares were earned based on the achievement of certain pre-established performance parameters relating to the Company's relative total shareholder return performance over a three-year period at 192.01% of target. The shares will vest on March 29, 2026, subject to the Reporting Person's continued employment with the Company.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	03/18/2026
	** 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 transactions did ADI EVP Vivek Jain report on this Form 4?

Vivek Jain reported one equity grant and one tax-withholding transaction. He received 12,576 Analog Devices common shares as a grant and had 5,521.559 shares withheld to satisfy taxes on recently vested RSUs and PRSUs.

How many Analog Devices (ADI) shares does Vivek Jain hold after these transactions?

After the reported transactions, Vivek Jain directly holds 48,475.567 ADI shares. This total reflects the 12,576-share grant reported on March 18, 2026, and the earlier tax withholding of 5,521.559 shares on March 16, 2026.

Were Vivek Jain’s Analog Devices (ADI) transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales. The acquisition was a stock grant, and the disposition was 5,521.559 shares withheld to cover tax obligations on vested RSUs and PRSUs, not a market sale.

What performance conditions were tied to Vivek Jain’s new ADI share grant?

The new shares were earned from performance-based RSUs granted April 3, 2023. They were based on Analog Devices’ relative total shareholder return over a three-year period, achieved at 192.01% of target, with vesting scheduled for March 29, 2026.

When did the RSUs and PRSUs underlying the tax withholding in ADI’s filing vest?

The RSUs and PRSUs vested on March 16, 2026. Specifically, 2,491 performance-based RSUs and 8,377 RSUs vested, and 5,521.559 shares of Analog Devices common stock were withheld to satisfy associated tax withholding obligations.

Does the Form 4 mention other recent share acquisitions by Vivek Jain at Analog Devices (ADI)?

The filing notes a small prior acquisition under an employee stock purchase plan. It states that his holdings include 25.838 shares acquired under the Analog Devices Amended & Restated 2022 Employee Stock Purchase Plan on December 5, 2025.