[Form 4] Analog Devices, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vincent Roche, Chair & CEO and director of Analog Devices, Inc. (ADI), reported transactions on 09/02/2025. He exercised 10,000 fully-vested non-qualified stock options at an exercise price of $94.41, receiving 10,000 common shares. On the same date he sold 10,000 common shares pursuant to a 10b5-1 plan adopted May 23, 2025, at a sale price of $246.50 per share. Following the transactions the filing shows 150,118.462 shares beneficially owned after the exercise and 140,118.462 after the sale. He also holds 34,828 and 23,515 shares indirectly in two Grantor Retained Annuity Trusts dated August 25, 2023 and October 3, 2024, respectively. The option exercised is noted as fully vested and expires March 11, 2030.

Positive

• Sale executed under a 10b5-1 plan, indicating the transaction was prearranged and reduces concerns about opportunistic insider trading.
• Option was fully vested prior to exercise, signaling no accelerated vesting or special treatment.

Negative

• Direct beneficial ownership decreased by 10,000 shares following the sale.
• Insider sold shares, which some investors may interpret as reduced insider exposure, despite the sale being pursuant to a plan.

Insights

Financial Analyst

TL;DR: Routine option exercise paired with a prearranged 10b5-1 sale; transaction appears largely non-event from a cashflow and timing perspective.

The reporting shows an exercise of 10,000 options at $94.41 and an immediate sale of 10,000 shares under a 10b5-1 plan at $246.50. The spread generated substantial gross proceeds before taxes and commissions, while the exercised option was fully vested. Net beneficial ownership declined by 10,000 shares on a direct basis. For investors, this pattern is consistent with liquidity-taking under a pre-established plan rather than opportunistic trading tied to undisclosed material developments.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and documented trusts supports governance transparency and preplanned insider activity.

The filing discloses that the sale was executed pursuant to a 10b5-1 plan adopted May 23, 2025, and identifies indirect holdings in two GRATs. The form is signed by General Counsel by power of attorney, and the option status (fully vested) and trust details are explicitly disclosed. These disclosures align with strong insider-reporting practices and reduce ambiguity about intent behind the sale.

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).

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 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)
09/02/2025

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	09/02/2025		M		10,000	A	$94.41	150,118.462	D
Comm Stock - $.16-2/3 value	09/02/2025		S		10,000(1)	D	$246.5	140,118.462	D
Comm Stock-$.16-2/3 value								34,828	I(2)	Vincent Roche 2023 Grantor Retained Annuity Trust
Comm Stock-$.16-2/3 value								23,515	I(3)	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
Non-Qualified Stock Option (right to buy)	$94.41	09/02/2025		M			10,000	03/15/2021(4)	03/11/2030	Comm Stock - $.16-2/3 value	10,000	$94.41	94,637	D

Explanation of Responses:

1. These shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on May 23, 2025.

2. Shares held by the Vincent Roche 2023 Grantor Retained Annuity Trust dated August 25, 2023.

3. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.

4. This option is fully vested.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	09/03/2025
	** 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 ADI insider Vincent Roche do on 09/02/2025?

He exercised 10,000 non-qualified stock options at $94.41 and sold 10,000 common shares under a 10b5-1 plan at $246.50 per share.

How many ADI shares does Vincent Roche beneficially own after these transactions?

The filing shows 150,118.462 shares after the exercise and 140,118.462 shares after the sale.

Were the exercised options vested and when do they expire?

Yes, the exercised option is noted as fully vested; the option expiration date is March 11, 2030.

What trusts hold shares for Vincent Roche?

The filing discloses ownership in the Vincent Roche 2023 GRAT (34,828 shares) and the Vincent Roche 2024 GRAT (23,515 shares).

Was the sale part of a prearranged plan?

Yes, the sale was executed pursuant to a 10b5-1 plan adopted May 23, 2025 as stated in the filing.