ANALOG DEVICES INC — Director's Dealing 2024

Jul 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2024-07-23

Reporting Person: Bryant Gregory M (EVP & Pres. Global Bus. Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-23	Comm Stock - $.16-2/3 value	M	120069	—	Acquired	189342.249	Direct
2024-07-23	Comm Stock - $.16-2/3 value	F	50248.877	$230.32	Disposed	139093.372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-07-23	Performance-Based Restricted Stock Unit	$0	M	120069	Disposed		Comm Stock - $.16-2/3 value (120069)	Direct

Footnotes

F1: Represents shares of common stock of the Company issued to the Reporting Person on July 23, 2024 as a result of the achievement of the pre-established performance parameters set forth in clause (ii) of footnote 5 below.

F2: Includes 31.817 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 7, 2024.

F3: This disposition represents shares withheld to satisfy tax withholding obligations on the Performance-based Restricted Stock Units (Performance-Based RSUs) that vested on July 23, 2024 and are reported herein.

F4: Each Performance-Based RSU represents the right to receive, following vesting, 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.

F5: The Performance-Based RSU (i) vested with respect to 75% of the target Performance-Based RSUs on May 30, 2024 as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period exceeding $200 as previously reported by the Reporting Person and (ii) vested with respect to another 75% of the target Performance-Based RSUs on July 23, 2024 as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period exceeding $220, for a maximum of 150% of the target Performance-Based RSUs.