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Analog Devices CEO sells 10K shares at $356

Analog Devices’ Chair & CEO exercised options and sold 10,000 shares under a pre-set Rule 10b5-1 trading plan, while retaining significant direct and trust-held equity positions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ANALOG DEVICES INC (ADI) reporting person Vincent Roche, Chair & CEO, exercised 10,000 non-qualified stock options on September 1, 2026 at an exercise price of $108.08 per share, receiving 10,000 shares of common stock. That same day, he sold 10,000 common shares at $356.33 per share pursuant to a Rule 10b5-1 trading plan adopted on December 3, 2025. Following the option exercise, he directly holds 60,803 options, with additional indirect holdings of 23,515 and 50,000 common shares in separate Grantor Retained Annuity Trusts.

Positive

  • None.

Negative

  • None.
Insider ROCHE VINCENT
Role Chair & CEO
Sold 10,000 shs ($3.56M)
Approx. gross sale proceeds $3.56M
Approx. exercise cost $1.08M
Approx. pre-tax spread $2.48M
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (right to buy) F4 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 F1 10,000 $356.33 $3.56M
holding Comm Stock-$.16-2/3 value F2 -- -- --
holding Comm Stock-$.16-2/3 value F3 -- -- --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 60,803 contracts (Direct); Comm Stock - $.16-2/3 value — 134,660.083 shares (Direct); Comm Stock-$.16-2/3 value — 23,515 shares (Indirect, Vincent Roche 2024 Grantor Retained Annuity Trust); Comm Stock-$.16-2/3 value — 50,000 shares (Indirect, Vincent Roche 2026 Grantor Retained Annuity Trust)
Footnotes (4)
  1. F1. These shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on December 3, 2025.
  2. F2. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
  3. F3. Shares held by the Vincent Roche 2026 Grantor Retained Annuity Trust dated January 11, 2026.
  4. F4. This option is fully vested.
Options exercised 10,000 shares Non-qualified stock options exercised on September 1, 2026
Option exercise price $108.08 per share Exercise price for 10,000 non-qualified stock options
Shares sold 10,000 shares Common stock sale on September 1, 2026
Sale price $356.33 per share Price for 10,000 Analog Devices common shares sold
Options held after transaction 60,803 options Non-qualified stock options directly held after exercise
Indirect holding – 2024 GRAT 23,515 shares Common shares held by Vincent Roche 2024 Grantor Retained Annuity Trust
Indirect holding – 2026 GRAT 50,000 shares Common shares held by Vincent Roche 2026 Grantor Retained Annuity Trust
Net buy/sell shares -10,000 shares Net share direction across reported buy/sell transactions
Non-Qualified Stock Option financial
"10,000 non-qualified stock options exercised at $108.08 per share"
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.
Rule 10b5-1 plan regulatory
"shares were sold pursuant to a Rule 10b5-1 plan adopted"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Grantor Retained Annuity Trust financial
"Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust"
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.

FAQ

What transactions did ADI’s Chair & CEO report on this Form 4?

Vincent Roche exercised 10,000 non-qualified stock options at $108.08 per share, acquiring 10,000 Analog Devices common shares, and on the same day sold 10,000 common shares at $356.33 per share. The option was fully vested and expires on March 13, 2029.

Were the ADI (Analog Devices) share sales by Vincent Roche under a Rule 10b5-1 plan?

Yes. The sale of 10,000 Analog Devices common shares at $356.33 on September 1, 2026 was made pursuant to a Rule 10b5-1 plan adopted by Vincent Roche on December 3, 2025, and the filing’s trading-plan checkbox is affirmed.

What options and shares does Vincent Roche hold after these ADI transactions?

After exercising 10,000 options, Vincent Roche directly holds 60,803 non-qualified stock options. Indirectly, 23,515 common shares are held by the Vincent Roche 2024 Grantor Retained Annuity Trust and 50,000 common shares by the Vincent Roche 2026 Grantor Retained Annuity Trust.

What is the net share effect of Vincent Roche’s September 1, 2026 ADI transactions?

He exercised and acquired 10,000 shares and sold 10,000 shares the same day, resulting in a reported net sell of 10,000 shares in the transaction summary, reflecting the sale leg relative to purchases and exercises.

What are the key prices involved in the ADI Form 4 transactions?

The non-qualified stock options were exercised at an exercise price of $108.08 per share for 10,000 underlying common shares. The 10,000 common shares sold on September 1, 2026 were sold at a reported price of $356.33 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/01/2026
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 value09/01/2026M10,000A$108.08144,660.083D
Comm Stock - $.16-2/3 value09/01/2026S10,000(1)D$356.33134,660.083D
Comm Stock-$.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)$108.0809/01/2026M10,000 (4)03/13/2029Comm Stock - $.16-2/3 value10,000$108.0860,803D
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 Attorney09/02/2026
** 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)