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Analog Devices (NASDAQ: ADI) SVP covers RSU taxes with 201 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ANALOG DEVICES INC (ADI) reported that executive Katsufumi Nakamura, SVP and Chief Customer Officer, had 201.619 shares of common stock withheld on August 17, 2026 to satisfy tax withholding obligations related to the vesting of 417 Restricted Stock Units. After this transaction, Nakamura directly holds 16,049.494 shares of ADI common stock, which includes 21.073 shares acquired under the company’s Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026.

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Insider Nakamura Katsufumi
Role SVP, Chief Customer Officer
Type Security Shares Price Value
Tax Withholding Comm Stock-$.16-2/3 value F1, F2 201.619 $390.28 $79K
Holdings After Transaction: Comm Stock-$.16-2/3 value — 16,049.494 shares (Direct)
Footnotes (2)
  1. F1. The reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 417 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.
Shares withheld for taxes 201.619 shares Shares withheld on August 17, 2026 to satisfy tax withholding obligations
Per-share value of withheld shares $390.28 per share Valuation applied to the 201.619 withheld shares
RSUs vested 417 Restricted Stock Units RSUs that vested on August 17, 2026, triggering tax withholding
Shares owned after transaction 16,049.494 shares Direct ADI common stock holdings following the tax-withholding transaction
ESPP shares included 21.073 shares Shares acquired under the 2022 Employee Stock Purchase Plan on June 5, 2026, included in post-transaction total
Restricted Stock Units financial
"in connection with the vesting of 417 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"
Amended & Restated 2022 Employee Stock Purchase Plan financial
"acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan"

FAQ

What insider transaction did ADI executive Katsufumi Nakamura report on this Form 4?
Katsufumi Nakamura reported that 201.619 ADI shares were withheld on August 17, 2026 to cover tax withholding obligations arising from the vesting of 417 Restricted Stock Units. This is a tax-related disposition, not an open-market sale.

How many Analog Devices (ADI) shares does Katsufumi Nakamura hold after this transaction?
After the tax-withholding transaction, Katsufumi Nakamura directly holds 16,049.494 ADI shares. This total includes 21.073 shares previously acquired through the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 5, 2026.

At what price were the withheld ADI shares valued in Nakamura’s Form 4 filing?
The 201.619 withheld ADI shares were valued at $390.28 per share. This valuation is used in the report to calculate the value of shares delivered to satisfy the associated tax withholding obligations upon RSU vesting.

What event triggered the tax withholding share disposition reported for ADI’s Katsufumi Nakamura?
The disposition was triggered by the vesting of 417 Restricted Stock Units on August 17, 2026. To meet related tax withholding obligations, 201.619 ADI shares were withheld rather than sold on the open market.

Does the reported ADI Form 4 indicate an open-market sale by Katsufumi Nakamura?
No. The Form 4 describes a Code F transaction, meaning 201.619 shares were withheld to satisfy tax withholding obligations from RSU vesting. It does not report any open-market purchases or sales.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Nakamura Katsufumi
(Last)(First)(Middle)
C/O ANALOG DEVICES, INC.
1 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Customer 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)
XForm 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)
CodeVAmount(A) or (D)Price
Comm Stock-$.16-2/3 value08/17/2026F201.619(1)D$390.2816,049.494(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 417 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 Attorney08/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR