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[Form 4] ANALOG DEVICES INC Insider Trading Activity

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

Rhea-AI Filing Summary

Vincent Roche, Chair & CEO of Analog Devices, Inc. (ADI), reported changes in his beneficial ownership on 10/07/2025. Upon termination of the 2023 GRAT, 11,306 shares were transferred to an independent 2023 Irrevocable Trust in which he has no pecuniary interest, while 23,522 shares were disbursed from the 2023 GRAT to Mr. Roche to satisfy the trust's annuity obligation. The filing also shows 163,640.462 shares held in the 2023 GRAT prior to the transfers and 23,515 shares held in the 2024 GRAT. The Form 4 was signed by General Counsel by power of attorney on 10/08/2025.

Positive

  • 11,306 shares moved to an independent irrevocable trust, removing pecuniary interest of the reporting person
  • 23,522 shares disbursed to satisfy the 2023 GRAT annuity obligation, consistent with planned trust mechanics

Negative

  • None.

Insights

Insider moved shares into an independent irrevocable trust and received annuity distribution.

The transfer of 11,306 shares to an independent irrevocable trust removes those shares from the reporting person's pecuniary control, which can signal estate‑planning or ownership reallocation rather than opportunistic trading. The separate disbursement of 23,522 shares to satisfy an annuity obligation is a mechanical trust event, not an open-market sale.

Watch for any subsequent Form 4s showing open-market sales or purchases within the next few reporting periods; trust terminations and annuity settlements often have predictable, non‑market motives over months to one year.

Transactions reflect standard GRAT mechanics and annuity payout to the grantor.

Grantor Retained Annuity Trusts typically distribute annuity amounts back to the grantor; the 23,522 share disbursement aligns with that structure. The remaining shares reported in the 2023 GRAT and 2024 GRAT indicate continued use of GRATs for compensation or estate planning.

Investors may note timing and size of future GRAT terminations or annuity payments as they occur during the next 12 months, since those events change beneficial ownership records without indicating market trading intent.

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*
ROCHE VINCENT

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025
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 10/07/2025 G 11,306(1) D $0 0(2) I Vincent Roche 2023 Grantor Retained Annuity Trust
Comm Stock - $.16-2/3 value 163,640.462(3) D
Comm Stock-$.16-2/3 value 23,515 I(4) Vincent Roche 2024 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Upon termination of the Vincent Roche 2023 Grantor Retained Annuity Trust (the "2023 GRAT"), pursuant to its terms, 11,306 shares were transferred to the Vincent Roche 2023 Irrevocable Trust (the "2023 Trust"). The 2023 Trust is administered by an independent trustee and the Reporting Person does not have a pecuniary interest in the shares held by the 2023 Trust.
2. A disbursement of 23,522 shares was made from the 2023 GRAT to the Reporting Person on October 7, 2025 in satisfaction of the 2023 GRAT's annuity obligation.
3. Includes 23,522 shares that were disbursed from the 2023 GRAT to the Reporting Person on October 7, 2025 in satisfaction of the 2023 GRAT's annuity obligation.
4. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
Remarks:
/s/ Shelly Shaw, General Counsel, by Power of Attorney 10/08/2025
** 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 changes did ADI CEO Vincent Roche report on Form 4 dated 10/07/2025?

He reported a transfer of 11,306 shares to a 2023 Irrevocable Trust and a disbursement of 23,522 shares from the 2023 GRAT to himself to satisfy an annuity obligation.

How many ADI shares remained in the 2023 GRAT before the transfers?

The filing shows 163,640.462 shares associated with the 2023 Grantor Retained Annuity Trust prior to the termination transfers.

Does Vincent Roche retain economic interest in the 11,306 shares transferred?

No; the 11,306 shares were transferred to an independent irrevocable trust administered by an independent trustee and the reporting person does not have a pecuniary interest in those shares.

Were any open-market purchases or sales reported in this Form 4?

No open-market purchase or sale transactions are reported; the entries reflect trust termination transfers and an annuity disbursement with Transaction Code G for the disbursement.

Is there any indication of derivative transactions in this filing?

No derivative securities (options, puts, calls) are reported in Table II of the filing.
Analog Devices

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