ANALOG DEVICES INC 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid Per Share (b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs January 29, 2023 through February 25, 2023 500,868 $ 186.64 435,800 $ 4,207,876,091 February 26, 2023 through March 25, 2023 2,411,978 $ 184.84 2,020,908 $ 3,833,509,437 March 26, 2023 through April 29, 2023 3,284,787 $ 185.34 3,253,593 $ 3,230,493,898 Total 6,197,633 $ 185.25 5,710,301 $ 3,230,493,898 (a) Includes 487,332 shares withheld by us from employees to satisfy minimum employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans. (b) The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld. (c) Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions in an aggregate amount of up to $16.7 billion. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program. 25 ITEM 6. Exhibits Exhibit No. Description #10.1† Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted April 3, 2023 . 31.1† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). 31.2† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). 32.1†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer). 32.2†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer). 101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.** 101.SCH Inline XBRL Schema Document.** 101.CAL Inline XBRL Calculation Linkbase Document.** 101.LAB Inline XBRL Labels Linkbase Document.** 101.PRE Inline XBRL Presentation Linkbase Document.** 101.DEF Inline XBRL Definition Linkbase Document.** 104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). † Filed or furnished herewith. # Indicates management contract or compensatory plan, contract or agreement. * The certification furnished in each of Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates each by reference. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. ** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three- and six-months ended April 29, 2023 and April 30, 2022, (ii) Condensed Consolidated Statements of Comprehensive Income for the three- and six-months ended April 29, 2023 and April 30, 2022, (iii) Condensed Consolidated Balance Sheets at April 29, 2023 and January 28, 2023, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three- and six-months ended April 29, 2023 and April 30, 2022, (v) Condensed Consolidated Statements of Cash Flows for the six months ended April 29, 2023 and April 30, 2022 and (vi) Notes to Condensed Consolidated Financial Statements for the three- and six-months ended April 29, 2023. 26 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ANALOG DEVICES, INC. Date: May 24, 2023 By: /s/ Vincent Roche Vincent Roche Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer) Date: May 24, 2023 By: /s/ Prashanth Mahendra-Rajah Prashanth Mahendra-Rajah Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer) 27