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Analog Devices (NASDAQ: ADI) CEO sells 10k shares under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Analog Devices Inc. Chair & CEO Vincent Roche reported an option exercise and related share sale in company stock. On June 1, 2026, he exercised 10,000 shares from a non-qualified stock option at $108.08 per share and sold 10,000 shares at $404.25 per share.

The filing shows this sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on December 3, 2025, indicating it was scheduled in advance. After these transactions, Roche directly holds 137,537.875 shares of common stock and has additional indirect holdings of 50,000 shares and 23,515 shares in separate Grantor Retained Annuity Trusts.

Positive

  • None.

Negative

  • None.
Insider ROCHE VINCENT
Role Chair & CEO
Sold 10,000 shs ($4.04M)
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (right to buy) 10,000 $108.08 $1.08M
Exercise Comm Stock - $.16-2/3 value 10,000 $108.08 $1.08M
Sale Comm Stock - $.16-2/3 value 10,000 $404.25 $4.04M
holding Comm Stock-$.16-2/3 value -- -- --
holding Comm Stock-$.16-2/3 value -- -- --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 90,803 shares (Direct, null); Comm Stock - $.16-2/3 value — 147,537.875 shares (Direct, null); Comm Stock-$.16-2/3 value — 23,515 shares (Indirect, Vincent Roche 2024 Grantor Retained Annuity Trust)
Footnotes (1)
  1. These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on December 3, 2025. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024. Shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust dated January 11, 2026. This option is fully vested.
Shares sold 10,000 shares Open-market sale of common stock on June 1, 2026
Sale price $404.25 per share Price for 10,000 common shares sold
Options exercised 10,000 shares Non-qualified stock option exercise on June 1, 2026
Exercise price $108.08 per share Strike price of exercised non-qualified stock option
Direct holdings after 137,537.875 shares ADI common shares held directly by Vincent Roche after transactions
2026 GRAT holdings 50,000 shares Indirect holdings in Vincent Roche 2026 Grantor Retained Annuity Trust
2024 GRAT holdings 23,515 shares Indirect holdings in Vincent Roche 2024 Grantor Retained Annuity Trust
Rule 10b5-1 regulatory
"These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Grantor Retained Annuity Trust financial
"Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (right to buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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SEC Form 4
FORM 4UNITED 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).
X
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*
ROCHE VINCENT

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chair & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Comm Stock - $.16-2/3 value06/01/2026M10,000A$108.08147,537.875D
Comm Stock - $.16-2/3 value06/01/2026S10,000(1)D$404.25137,537.875D
Comm Stock-$.16-2/3 value23,515I(2)Vincent Roche 2024 Grantor Retained Annuity Trust
Comm Stock-$.16-2/3 value50,000I(3)Vincent Roche 2026 Grantor Retained Annuity Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$108.0806/01/2026M10,000 (4)03/13/2029Comm Stock - $.16-2/3 value10,000$108.0890,803D
Explanation of Responses:
1. These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on December 3, 2025.
2. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
3. Shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust dated January 11, 2026.
4. This option is fully vested.
Remarks:
/s/ Shelly Shaw, General Counsel, by Power of Attorney06/02/2026
** Signature of Reporting PersonDate
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 CEO Vincent Roche report on June 1, 2026?

Vincent Roche reported exercising 10,000 Analog Devices (ADI) stock options at $108.08 and selling 10,000 common shares at $404.25. These transactions occurred on June 1, 2026 and were disclosed in a Form 4 insider trading report.

Was the Analog Devices (ADI) CEO’s June 2026 share sale pre-planned?

Yes, the 10,000-share sale by Analog Devices (ADI) CEO Vincent Roche was executed under a Rule 10b5-1 trading plan adopted on December 3, 2025. Such plans pre-schedule trades, reducing the significance of trade timing as an indicator of management sentiment.

How many Analog Devices (ADI) shares does CEO Vincent Roche hold after this Form 4?

After the reported transactions, Vincent Roche directly holds 137,537.875 Analog Devices (ADI) common shares. He also has indirect holdings of 50,000 shares and 23,515 shares through two Grantor Retained Annuity Trusts established in 2024 and 2026, respectively.

What stock option did the Analog Devices (ADI) CEO exercise in June 2026?

Vincent Roche exercised a non-qualified stock option covering 10,000 Analog Devices (ADI) shares at an exercise price of $108.08 per share. The option is fully vested and relates to common stock with a stated value of $.16-2/3 per share.

What does a Rule 10b5-1 plan mean for Analog Devices (ADI) insider sales?

A Rule 10b5-1 plan allows Analog Devices (ADI) insiders to pre-schedule trades when they are not aware of material nonpublic information. Roche’s sale under such a plan suggests the transaction timing was pre-arranged rather than an opportunistic market-timing decision.