Analog Devices insider filing: Jain retains 45,980.986 shares after RSU tax withholding

Rhea-AI Filing Summary

Vivek Jain, EVP, Global Operations at Analog Devices, Inc. (ADI), reported transactions dated 08/15/2025. The filing shows 2,272.914 common shares were disposed (code F) at $231.63 per share to satisfy tax withholding on 4,476 restricted stock units that vested the same day. After the withholding, Mr. Jain beneficially owns 45,980.986 shares. The filing also notes he acquired 26.855 shares through the company’s Amended & Restated 2022 Employee Stock Purchase Plan on 06/06/2025. The Form 4 was signed by counsel on behalf of the reporting person.

Positive

• Substantial continued ownership: Reporting person retains 45,980.986 shares after the transaction.
• Participation in ESPP: Acquired 26.855 shares under the company's Amended & Restated 2022 Employee Stock Purchase Plan on 06/06/2025.

Negative

• Shares disposed to satisfy tax withholding: 2,272.914 shares were disposed (withheld) at $231.63 per share related to RSU vesting on 08/15/2025.

Insights

Financial Analyst

TL;DR: Routine vesting tax withholding and modest ESPP purchase; no material change to ownership or control.

The transaction reflects tax withholding on vested RSUs rather than an open-market sale, totaling 2,272.914 shares withheld at $231.63 per share. Post-transaction beneficial ownership remains 45,980.986 shares, indicating continued alignment with shareholder value through equity ownership. The 26.855-share ESPP purchase in June is immaterial in size but shows participation in company compensation programs. Overall, this Form 4 documents routine compensation-related movements with limited investor impact.

Corporate Governance Expert

TL;DR: Standard insider reporting for vested awards; no governance or control implications.

The filing documents customary internal equity plan activity: RSU vesting and withholding for taxes plus a small ESPP acquisition. The nature-of-transaction code (F) and the explanation confirm withholding to satisfy tax obligations. Beneficial ownership remains substantive at 45,980.986 shares, and there are no indications of planned disposal or change in role. This is a routine disclosure that maintains Section 16 transparency requirements.

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^*

Jain Vivek

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		2,272.914(1)	D	$231.63	45,980.986(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. Represents aggregate shares withheld to satisfy tax withholding obligations on an aggregate of 4,476 Restricted Stock Units that vested on August 15, 2025.

2. Includes 26.855 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 6, 2025.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	08/19/2025
	** 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 Vivek Jain report on Form 4 for ADI?

He reported withholding of 2,272.914 shares to satisfy taxes on 4,476 vested RSUs and a remaining beneficial ownership of 45,980.986 shares.

Why were 2,272.914 ADI shares disposed of on 08/15/2025?

The shares were withheld to satisfy tax withholding obligations on vested restricted stock units, per the filing explanation.

How many ADI shares did Vivek Jain acquire through the ESPP in 2025?

26.855 shares were acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on 06/06/2025.

Does this Form 4 indicate a change in Vivek Jain’s role at ADI?

No. The filing lists his relationship as EVP, Global Operations and does not disclose any role change.

Was the transaction an open-market sale?

No. The disposition is reported under code F, and the explanation states the shares were withheld for tax obligations related to RSU vesting.