Gregory M. Bryant - Jul 23, 2024 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role: EVP & Pres. Global Bus. Units
Signature: /s/ Shelly Shaw, General Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Jul 23, 2024
Transactions value $: -$11,573,321
Form type: 4
Date filed: 7/25/2024, 05:31 PM
Previous filing: Jun 14, 2024
Next filing: Sep 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADI	Comm Stock - $.16-2/3 value	Options Exercise	$0	+120K	+173.33%	$0.00	189K	Jul 23, 2024	Direct	F1, F2
transaction	ADI	Comm Stock - $.16-2/3 value	Tax liability	-$11.6M	-50.2K	-26.54%	$230.32	139K	Jul 23, 2024	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ADI	Performance-Based Restricted Stock Unit	Options Exercise	$0	-120K	-100%	$0.00^*	0	Jul 23, 2024	Comm Stock - $.16-2/3 value	120K	$0.00	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.