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ANALOG DEVICES INC

For the period ended Aug 3, 2024. Filed Aug 21, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 3, 2024 · Filed Aug 21, 2024

ADI$363.56+0.7%Stored close · as of Nov 6, 2026

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Item 5. Other Information

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors or officers during the third quarter of fiscal 2024 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).

Name and TitleDate of AdoptionDuration of Rule 10b5-1 Trading ArrangementAggregate Number of Securities to Be Purchased or Sold
Gregory BryantExecutive Vice President and President of Business UnitsJune 25, 2024Until June 30, 2025, or such earlier date upon which all transactions are completed or expire without executionSale of up to 203,944 shares(1)

(1)Includes 50,000 shares owned outright and 35,187 shares underlying restricted stock units (RSUs). Also includes 118,757 shares underlying performance-based RSUs (PRSUs) as described in the table below. PRSUs may be earned based on the achievement of Company performance targets anywhere from zero to 200% of the target award.

Shares Underlying PRSUsShares Earned to DateTotal Shares that May be EarnedTotal Shares Issued
10,615--21,230--
80,046120,069--69,820*
28,09622,47233,708--

*Represents the total number of shares actually earned and vested, less shares withheld by the Company in satisfaction of withholding taxes, that may be sold. For both RSUs and PRSUs, the Company withholds shares in payment of withholding taxes in connection with the vesting of such awards.

None of our officers or directors terminated a Rule 10b5-1 trading arrangement oradopted orterminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the third quarter of fiscal 2024.

In our Quarterly Report on Form 10-Q for the period ended May 4, 2024, which was filed with the Securities and Exchange Commission on May 22, 2024, we reported the adoption of a Rule 10b5-1 trading arrangement by Vincent Roche, our Chief Executive Officer and Chair of the Board of Directors. The disclosure inadvertently omitted 29,983 shares that may be sold under such Rule 10b5-1 trading arrangement. The correct amount of the total number of shares that may be sold under the Rule 10b5-1 trading arrangement is 120,000. As contemplated by the Rule 10b5-1 trading arrangement, the schedule for sales of the 29,983 shares begins in March 2025, and as of the date of this report, none of those shares have been sold.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.