Analog Devices (ADI) officer sees shares withheld to cover RSU taxes

Rhea-AI Filing Summary

ANALOG DEVICES INC (ADI) reported that officer Michael Sondel, CAO and principal accounting officer, had 237.398 shares of common stock withheld on August 17, 2026 to satisfy tax withholding obligations in connection with the vesting of 491 Restricted Stock Units. After this tax-withholding disposition, he directly holds 15,638.253 shares, which include 21.073 shares acquired under the company’s Amended & Restated 2022 Employee Stock Purchase Plan.

Insider Trade Summary

Net Seller: 237.398 shares

Net Sell 1 txn

Insider Sondel Michael

Role CAO (principal acct. officer)

Type	Security	Shares	Price	Value
Tax Withholding	Comm Stock - $.16-2/3 value F1, F2	237.398	$390.28	$93K

Holdings After Transaction: Comm Stock - $.16-2/3 value — 15,638.253 shares (Direct)

Footnotes (2)

1. F1. The reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 491 Restricted Stock Units on August 17, 2026.
2. F2. Includes 21.073 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026.

Key Figures

Shares withheld for taxes: 237.398 shares RSUs vesting: 491 Restricted Stock Units Implied transaction price: $390.28 per share +2 more

5 metrics

Shares withheld for taxes 237.398 shares Shares withheld on August 17, 2026 to satisfy tax withholding obligations

RSUs vesting 491 Restricted Stock Units Units vesting on August 17, 2026 that triggered tax withholding

Implied transaction price $390.28 per share Price associated with the 237.398 shares withheld for taxes

Shares held after transaction 15,638.253 shares Direct ADI common stock holdings following the August 17, 2026 transaction

ESPP shares included 21.073 shares Shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026

Key Terms

Restricted Stock Units, tax withholding obligations, Employee Stock Purchase Plan

3 terms

Restricted Stock Units financial

"in connection with the vesting of 491 Restricted Stock Units on August 17, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares withheld to satisfy tax withholding obligations in connection with the vesting"

Employee Stock Purchase Plan financial

"acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

What insider transaction did ADI officer Michael Sondel report on this Form 4?

Michael Sondel reported a tax-withholding disposition of 237.398 ADI shares on August 17, 2026. The shares were withheld to cover tax obligations arising from the vesting of 491 Restricted Stock Units, rather than sold in an open-market transaction.

Was the ADI Form 4 transaction by Michael Sondel an open-market sale of shares?

No, the filing shows a Code F tax-withholding transaction, not a market sale. 237.398 shares were withheld to satisfy tax withholding obligations tied to the vesting of 491 Restricted Stock Units, so no discretionary sale was reported.

How many Analog Devices (ADI) shares does Michael Sondel hold after this transaction?

After the reported transaction, Michael Sondel directly holds 15,638.253 ADI shares. This figure includes 21.073 shares that he acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026.

What triggered the tax-withholding share disposition reported for ADI on August 17, 2026?

The disposition was triggered by the vesting of 491 Restricted Stock Units on August 17, 2026. To cover resulting tax withholding obligations, 237.398 shares of ADI common stock were withheld, as described in the Form 4 footnote.

What price per share is associated with the tax-withholding transaction in ADI’s Form 4?

The Form 4 reports a price of $390.28 per share for the 237.398 shares withheld. This price is used to calculate the value of shares applied toward tax withholding obligations related to the Restricted Stock Units vesting event.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 04:23 PM Accepted by SEC EDGAR 08/19/2026 - 04:23 PM Learn about SEC filing dates

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^*

Sondel Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO (principal acct. officer)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Comm Stock - $.16-2/3 value	08/17/2026		F		237.398(1)	D	$390.28	15,638.253(2)	D

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. The reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 491 Restricted Stock Units on August 17, 2026.

2. Includes 21.073 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	08/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)