Item 5. Other Information
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 first quarter of fiscal 2025 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
Mercedes Johnson
Director
December 3, 2024 Until June 2, 2025 , or such earlier date upon which all transactions are completed or expire without execution
Sale of up to 6,000 shares
Ray Stata
Director
January 9, 2025 Until March 11, 2026 , or until such earlier date upon which all transactions are completed or expire without execution
Sale of up to 75,000 shares
In addition, during the first quarter of fiscal 2025 Gregory Bryant , our former Executive Vice President and President of Business Units , terminated a Rule 10b5-1 trading arrangement, which was adopted on June 25, 2024. None of our other 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 first quarter of fiscal 2025.
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ITEM 6. Exhibits
Exhibit No. Description
3.1 Second Amended and Restated Bylaws of Analog Devices, Inc., as amended January 9, 2025 , filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 13, 2025.
10.1†
Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 10, 2024.
10.2†
Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 10, 2024.
10.3†
Form of Restricted Stock Unit Agreement for Non-Employee Directors for usage under the Company’s 2020 Equity Incentive Plan adopted December 10, 2024.
10.4†
Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 10, 2024.
10.5†
Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 10, 2024.
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†
XBRL Instance Document - 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 herewith.
* Furnished herewith.
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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: February 19, 2025 By: /s/ Vincent Roche
Vincent Roche
Chief Executive Officer and Chair of the Board of Directors
(Principal Executive Officer)
Date: February 19, 2025 By: /s/ Richard C. Puccio, Jr.
Richard C. Puccio, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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