[Form 4] ANALOG DEVICES INC Insider Trading Activity

Rhea-AI Filing Summary

Analog Devices chief accounting officer Michael Sondel reported routine equity compensation activity. He received a grant of 958 shares of common stock at $0.0000 per share, bringing his direct holdings to 14,919.29 shares. Separately, 778.289 shares were withheld at $310.92 per share to cover tax obligations on vested performance-based and time-based restricted stock units. Footnotes note PRSUs granted on April 3, 2023 were earned at 192.01% of target based on relative total shareholder return and are scheduled to vest on March 29, 2026 subject to continued employment.

Insights

Equity compensation analyst

Routine award and tax withholding with no open‑market trading.

Chief accounting officer Michael Sondel received an equity grant of 958 common shares, while 778.289 shares were withheld to satisfy taxes on vested RSUs and PRSUs. No open‑market buys or sells were reported; these are standard compensation mechanics.

Footnotes explain that performance-based RSUs granted on April 3, 2023 were earned at 192.01% of target based on relative total shareholder return, with shares scheduled to vest on March 29, 2026 if employment continues. This links awards to shareholder return but does not change the company’s financial outlook by itself.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sondel Michael

Role CAO (principal acct. officer)

Type	Security	Shares	Price	Value
Grant/Award	Comm Stock - $.16-2/3 value	958	$0.00	--
Tax Withholding	Comm Stock - $.16-2/3 value	778.289	$310.92	$242K

Holdings After Transaction: Comm Stock - $.16-2/3 value — 14,919.29 shares (Direct)

Footnotes (1)

1. Represents aggregate shares withheld to satisfy tax withholding obligations on 203 Performance-based Restricted Stock Units (PRSUs) and 1,599 Restricted Stock Units (RSUs) that vested on March 16, 2026. Represents shares of common stock of the Company earned in connection with PRSUs granted on April 3, 2023. The shares were earned based on the achievement of certain pre-established performance parameters relating to the Company's relative total shareholder return performance over a three-year period at 192.01% of target. The shares will vest on March 29, 2026, subject to the Reporting Person's continued employment with the Company.

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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).

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)
03/16/2026

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	03/16/2026		F		778.289(1)	D	$310.92	13,961.29	D
Comm Stock - $.16-2/3 value	03/18/2026		A		958(2)	A	$0	14,919.29	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. Represents aggregate shares withheld to satisfy tax withholding obligations on 203 Performance-based Restricted Stock Units (PRSUs) and 1,599 Restricted Stock Units (RSUs) that vested on March 16, 2026.

2. Represents shares of common stock of the Company earned in connection with PRSUs granted on April 3, 2023. The shares were earned based on the achievement of certain pre-established performance parameters relating to the Company's relative total shareholder return performance over a three-year period at 192.01% of target. The shares will vest on March 29, 2026, subject to the Reporting Person's continued employment with the Company.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	03/18/2026
	** 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)

FAQ

What insider transactions did ADI CAO Michael Sondel report on this Form 4?

Michael Sondel reported two transactions in Analog Devices stock: a grant of 958 common shares at no cost and a withholding of 778.289 shares to cover taxes on vested RSUs and PRSUs. Both transactions involve equity compensation, not open-market trading.

Did the ADI insider Form 4 show any open-market buying or selling of shares?

No, the Form 4 for Analog Devices shows no open-market purchases or sales. It reports an equity grant of 958 shares and a tax-withholding disposition of 778.289 shares tied to vesting restricted stock units, which are routine compensation-related events rather than discretionary trades.

How many Analog Devices shares does Michael Sondel hold after these transactions?

After the reported transactions, Michael Sondel directly holds 14,919.29 shares of Analog Devices common stock. This figure reflects both the grant of 958 shares and the withholding of 778.289 shares to satisfy tax obligations related to vested RSUs and PRSUs.

What performance criteria affected Michael Sondel’s ADI PRSU award?

The performance-based restricted stock units were earned based on Analog Devices’ relative total shareholder return over a three-year period. The award was earned at 192.01% of target, according to the footnote, linking the final share payout to the company’s shareholder return performance.

When will Michael Sondel’s earned PRSUs in Analog Devices vest?

The earned PRSUs are scheduled to vest on March 29, 2026, subject to Michael Sondel’s continued employment with Analog Devices. The footnote explains these PRSUs were granted on April 3, 2023 and earned at 192.01% of target based on relative total shareholder return.

Why were 778.289 ADI shares withheld in Michael Sondel’s Form 4?

The 778.289 shares were withheld to satisfy tax withholding obligations on 203 performance-based RSUs and 1,599 RSUs that vested on March 16, 2026. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale of Analog Devices shares.