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ANALOG DEVICES INC Director's Dealing 2024

Dec 10, 2024

29843_dirs_2024-12-10_87e64d3a-1a57-4147-903c-831c00d87002.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2024-12-01

Reporting Person: Cotter Martin (SVP, Vertical Business Units)

Holdings (Non-Derivative)

Security Shares Ownership
Comm Stock-$.16-2/3 value 42451.897 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $83.48 2027-03-08 Comm Stock - $.16-2/3 value (17594) Direct
Non-Qualified Stock Option (right to buy) $91.13 2028-03-29 Comm Stock - $.16-2/3 value (20552) Direct
Non-Qualified Stock Option (right to buy) $108.08 2029-03-13 Comm Stock - $.16-2/3 value (10164) Direct
Non-Qualified Stock Option (right to buy) $108.08 2029-03-13 Comm Stock - $.16-2/3 value (7512) Direct
Non-Qualified Stock Option (right to buy) $94.41 2030-03-11 Comm Stock - $.16-2/3 value (24232) Direct
Non-Qualified Stock Option (right to buy) $147.11 2031-03-10 Comm Stock - $.16-2/3 value (14158) Direct
Restricted Stock Unit $0 Comm Stock - $.16-2/3 value (969) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock - $.16-2/3 value (6742) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (4246) Direct
Restricted Stock Unit $0 Comm Stock - $.16-2/3 value (3340) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (6285) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (4180) Direct
Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (4674) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (5882) Direct
Performance-Based Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (4015) Direct
Restricted Stock Unit $0 Comm Stock-$.16-2/3 value (5833) Direct

Footnotes

F1: This option is fully vested.

F2: This option vests in equal installments on the first, second, third and fourth anniversaries of March 15, 2021.

F3: The Restricted Stock Units (RSUs) granted to the Reporting Person on March 10, 2021 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2021. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

F4: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2022.

F5: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative total shareholder return (TSR) performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on the grant date and ending on March 15, 2025.

F6: The RSUs granted to the Reporting Person on April 4, 2022, vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2022. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock.

F7: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2023.

F8: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative TSR performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026 and vesting on March 29, 2026.

F9: The RSUs granted to the Reporting Person on April 3, 2023, vest in equal installments on the first, second third and fourth anniversaries of March 15, 2023. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock.

F10: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on the first day of the third quarter of the Company's fiscal year 2024 and ending on the last day of the second quarter of the Company's fiscal year 2027, and vesting on August 29, 2027.

F11: Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative TSR performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on August 15, 2024 and ending on August 15, 2027, and vesting on August 29, 2027.

F12: The RSUs granted to the Reporting Person on September 10, 2024 vest in equal installments on the first, second , third and fourth anniversaries of August 15, 2024. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock.