ANALOG DEVICES INC 10-Q

ITEM 5. Other Information 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 Gregory Bryant Executive Vice President and President of Business Units June 25, 2024 Until June 30, 2025 , or such earlier date upon which all transactions are completed or expire without execution Sale of up to 203,944 shares (1) (1) Includes 50,000 shares owned outright and 35,187 shares underlying restricted stock units (RSUs). Also includes 118,757 shares underlying performance-based RSUs (PRSUs) as described in the table below. PRSUs may be earned based on the achievement of Company performance targets anywhere from zero to 200% of the target award. Shares Underlying PRSUs Shares Earned to Date Total Shares that May be Earned Total Shares Issued 10,615 -- 21,230 -- 80,046 120,069 -- 69,820* 28,096 22,472 33,708 -- *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. For both RSUs and PRSUs, the Company withholds shares in payment of withholding taxes in connection with the vesting of such awards. 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. 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. The disclosure inadvertently omitted 29,983 shares that may be sold under such Rule 10b5-1 trading arrangement. The correct amount of the total number of shares that may be sold under 27 the Rule 10b5-1 trading arrangement is 120,000. 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. 28 ITEM 6. Exhibits Exhibit No. Description 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. * 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 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. 29 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: August 21, 2024 By: /s/ Vincent Roche Vincent Roche Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer) Date: August 21, 2024 By: /s/ Richard C. Puccio, Jr. Richard C. Puccio, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer) 30