Other Information
−Removed: 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 second 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).
+Added: 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 Title Date of Adoption Duration of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold
−Removed: Vincent Roche
−Removed: Chief Executive Officer and Chair of the Board of Directors
−Removed: March 1, 2024 Until May 1, 2025, or such earlier date upon which all transactions are completed or expire without execution Sale of up to 90,017 shares
−Removed: None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the second quarter of fiscal 2024.
−Removed: 4.1 Supplemental Indenture, dated April 3, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including the forms of note contained therein) , filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (File No.
−Removed: 001-07819) as filed with the Commission on April 3, 2024 and incorporated herein by reference.
+Added: Gregory Bryant
+Added: Executive Vice President and President of Business Units
+Added: June 25, 2024 Until June 30, 2025 , or such earlier date upon which all transactions are completed or expire without execution
+Added: Sale of up to 203,944 shares (1)
+Added: (1) Includes 50,000 shares owned outright and 35,187 shares underlying restricted stock units (RSUs).
+Added: Also includes 118,757 shares underlying performance-based RSUs (PRSUs) as described in the table below.
+Added: PRSUs may be earned based on the achievement of Company performance targets anywhere from zero to 200% of the target award.
+Added: Shares Underlying PRSUs
+Added: Shares Earned to Date Total Shares that
+Added: May be Earned Total Shares Issued
+Added: 10,615 -- 21,230 --
+Added: 80,046 120,069 -- 69,820*
+Added: 28,096 22,472 33,708 --
+Added: *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.
+Added: For both RSUs and PRSUs, the Company withholds shares in payment of withholding taxes in connection with the vesting of such awards.
+Added: None of our officers or directors terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the third quarter of fiscal 2024.
+Added: 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.
+Added: The disclosure inadvertently omitted 29,983 shares that may be sold under such Rule 10b5-1 trading arrangement.
+Added: The correct amount of the total number of shares that may be sold under
+Added: the Rule 10b5-1 trading arrangement is 120,000.
+Added: 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.
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).
16 unchanged sentences
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Statements of Income for the three- and six-months ended May 4, 2024 and April 29, 2023, (ii) Condensed Consolidated Statements of Comprehensive Income for the three- and six-months ended May 4, 2024 and April 29, 2023, (iii) Condensed Consolidated Balance Sheets at May 4, 2024 and October 28, 2023, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three- and six-months ended May 4, 2024 and April 29, 2023, (v) Condensed Consolidated Statements of Cash Flows for the six months ended May 4, 2024 and April 29, 2023 and (vi) Notes to Condensed Consolidated Financial Statements for the three- and six-months ended May 4, 2024.
+Added: (i) Condensed Consolidated Statements of Income for the three- and nine-months ended August 3, 2024 and July 29, 2023, (ii) Condensed Consolidated Statements of Comprehensive Income for the three- and nine-months ended August 3, 2024 and July 29, 2023, (iii) Condensed Consolidated Balance Sheets at August 3, 2024 and October 28, 2023, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three- and nine-months ended August 3, 2024 and July 29, 2023, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended August 3, 2024 and July 29, 2023 and (vi) Notes to Condensed Consolidated Financial Statements for the three- and nine-months ended August 3, 2024.
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.
−Removed: May 22, 2024 By:
+Added: August 21, 2024 By:
/s/ Vincent Roche
2 unchanged sentences
(Principal Executive Officer)
−Removed: May 22, 2024 By:
+Added: August 21, 2024 By:
/s/ Richard C.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.