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

Analog Devices (ADI) CEO option exercise and 10,000-share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Analog Devices Inc Chair & CEO Vincent Roche reported activity in company stock on September 2, 2025. He exercised a non-qualified stock option for 10,000 shares of common stock at $94.41 per share and sold 10,000 shares at $246.50 per share. After these transactions he holds 140,118.462 shares directly and 34,828 and 23,515 shares indirectly through the 2023 and 2024 Grantor Retained Annuity Trusts. A footnote states that sold shares were pursuant to a Rule 10b5-1 trading plan adopted on May 23, 2025.

Positive

  • None.

Negative

  • None.

Insights

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.

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.

Insider ROCHE VINCENT
Role Chair & CEO
Sold 10,000 shs ($2.46M)
Approx. gross sale proceeds $2.46M
Approx. exercise cost $944K
Approx. pre-tax spread $1.52M
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (right to buy) 10,000 $94.41 $944K
Exercise Comm Stock - $.16-2/3 value 10,000 $94.41 $944K
Sale Comm Stock - $.16-2/3 value 10,000 $246.50 $2.46M
holding Comm Stock-$.16-2/3 value -- -- --
holding Comm Stock-$.16-2/3 value -- -- --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 94,637 shares (Direct); Comm Stock - $.16-2/3 value — 140,118.462 shares (Direct); Comm Stock-$.16-2/3 value — 34,828 shares (Indirect, Vincent Roche 2023 Grantor Retained Annuity Trust); Comm Stock-$.16-2/3 value — 23,515 shares (Indirect, Vincent Roche 2024 Grantor Retained Annuity Trust)
Footnotes (4)
  1. F1. These shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on May 23, 2025.
  2. F2. Shares held by the Vincent Roche 2023 Grantor Retained Annuity Trust dated August 25, 2023.
  3. F3. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.
  4. F4. This option is fully vested.
Option shares exercised 10,000.0000 shares Non-Qualified Stock Option exercised on September 2, 2025
Option exercise price $94.4100 per share Conversion or exercise price for non-qualified stock option
Shares sold 10,000.0000 shares Common stock sale on September 2, 2025 coded as transaction "S"
Sale price $246.5000 per share Per-share price for reported common stock sale
Direct holdings after transactions 140,118.462 shares Canonical direct common stock holding after reported transactions
2023 GRAT indirect holdings 34,828.0000 shares Common stock held via Vincent Roche 2023 Grantor Retained Annuity Trust
2024 GRAT indirect holdings 23,515.0000 shares Common stock held via Vincent Roche 2024 Grantor Retained Annuity Trust
Non-Qualified Stock Option financial
"security_title "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.
Rule 10b5-1 plan regulatory
"shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person"
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 2023 Grantor Retained Annuity Trust dated August 25, 2023."
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.
Comm Stock - $.16-2/3 value financial
"underlying_security_title "Comm Stock - $.16-2/3 value""

FAQ

What insider transactions did ADI CEO Vincent Roche report in this Form 4?
Vincent Roche exercised a non-qualified stock option for 10,000 ADI shares at $94.41 per share and sold 10,000 shares at $246.50 per share on September 2, 2025. The filing also updates his direct and indirect share holdings.

How many Analog Devices (ADI) shares did Vincent Roche sell on September 2, 2025?
He sold 10,000 shares of Analog Devices common stock at $246.50 per share. The transaction is coded "S" as a sale in an open market or private transaction, and a footnote notes that sold shares were under a Rule 10b5-1 trading plan.

What stock option did Vincent Roche exercise in this ADI Form 4 filing?
Roche exercised a Non-Qualified Stock Option10,000 ADI shares at an exercise price of $94.41 per share. The option relates to common stock with "$.16-2/3 value" and is described in a footnote as fully vested.

How many Analog Devices (ADI) shares does Vincent Roche hold after these transactions?
After the reported transactions, Roche holds 140,118.462 ADI shares directly. He also has indirect holdings of 34,828 shares in the 2023 Grantor Retained Annuity Trust and 23,515 shares in the 2024 Grantor Retained Annuity Trust, as reflected in the filing.

Were Vincent Roche’s ADI share sales executed under a Rule 10b5-1 plan?
A footnote in the Form 4 states that shares were sold pursuant to a Rule 10b5-1 plan adopted on May 23, 2025. This indicates the sale followed a pre-arranged trading plan rather than discretionary timing.

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

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Form 4 Insider Transactions: What Each Field Means →
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.

Source: View Original Filing on SEC EDGAR