What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-25 compared with 2024-11-26 · 266 added, 337 removed, 1051 unchanged (36% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Years ended November 1, 2025, November 2, 2024 and October 28, 2023

(thousands, except per share amounts) 2025 2024

29 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Years ended November 1, 2025, November 2, 2024 and October 28, 2023

(thousands) 2025 2024 2023

10 unchanged sentences

15,438 ( 14,828 ) ( 7,312 )

Other comprehensive income (loss)

3,046 9,850 ( 11,587 )

Other comprehensive income 30,674 3,046 9,850

Comprehensive income $ 2,298,016 $ 1,638,319 $ 3,324,429

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

November 2, 2024 and October 28, 2023

November 1, 2025 and November 2, 2024

(thousands, except per share amounts) 2025 2024

20 unchanged sentences

Debt, current

399,636 499,052

Commercial paper notes

10 unchanged sentences

Preferred stock, $ 1.00 par value, 471,934 shares authorized, none outstanding

Common stock, $ 0.16 2/3 par value, 1,200,000,000 shares authorized, 496,296,854 shares outstanding ( 496,261,678 on October 28, 2023)

Common stock, $ 0.16 2/3 par value, 1,200,000,000 shares authorized, 489,654,097 shares outstanding ( 496,296,854 on November 2, 2024)

81,611 82,718

8 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Years ended November 1, 2025, November 2, 2024 and October 28, 2023

Capital in Accumulated

9 unchanged sentences

Stock-based compensation expense 299,823

Other comprehensive loss ( 11,587 )

Other comprehensive income 9,850

Common stock repurchased ( 16,474 ) ( 2,742 ) ( 2,961,213 )

9 unchanged sentences

Common stock repurchased ( 3,181 ) ( 530 ) ( 615,060 )

BALANCE, OCTOBER 28, 2023

BALANCE, NOVEMBER 2, 2024

496,297 82,718 25,082,243 10,196,612 ( 185,256 )

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Years ended November 1, 2025, November 2, 2024 and October 28, 2023

(thousands) 2025 2024 2023

4 unchanged sentences

Amortization of intangibles 1,592,044 1,741,545 1,958,399

Cost of goods sold for inventory acquired — — 271,396

Stock-based compensation expense 321,560 262,710 299,823

Non-cash impairment charge

Deferred income taxes ( 246,645 ) ( 367,563 ) ( 452,946 )

5 unchanged sentences

Accounts payable and accrued liabilities 657,305 ( 133,758 ) ( 499,316 )

Income taxes payable, current 91,648 ( 263,716 ) ( 91,852 )

Income taxes payable

94,303 91,648 ( 263,716 )

Other assets 6,664 ( 34,521 ) ( 25,819 )

3 unchanged sentences

Cash flows from investing activities:

Purchases of short-term investments ( 438,901 ) — —

Maturities of short-term investments

Purchases of short-term available-for-sale investments ( 1,150,240 ) ( 438,901 ) —

Maturities of short-term available-for-sale investments 372,778 69,279 —

Additions to property, plant and equipment, net

( 533,552 ) ( 730,463 ) ( 1,261,463 )

Proceeds from sale of property, plant and equipment, net 58,892 — —

Payments for acquisitions, net of cash acquired ( 45,652 ) — —

Other ( 23,747 ) ( 4,773 ) ( 4,922 )

4 unchanged sentences

Debt repayments ( 399,998 ) ( 499,966 ) —

Payments on revolver — — ( 400,000 )

Proceeds from revolver — — 400,000

Proceeds from commercial paper notes 9,462,691 10,184,439 5,287,124

5 unchanged sentences

Net cash used for financing activities ( 2,982,617 ) ( 1,714,390 ) ( 4,063,760 )

Effect of exchange rate changes on cash — — ( 34,706 )

Net increase (decrease) in cash and cash equivalents 508,064 1,033,281 ( 512,511 )

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Years ended November 1, 2025, November 2, 2024 and October 28, 2023

(all tabular amounts in thousands except per share amounts)

4 unchanged sentences

The Company designs, manufactures, tests and markets a broad portfolio of solutions, including integrated circuits (ICs), software and subsystems that leverage high-performance analog, mixed-signal and digital signal processing technologies.

The Company’s comprehensive product portfolio, deep domain expertise and advanced manufacturing capabilities extend across high-performance precision and high-speed mixed-signal, power management and processing technologies – including data converters, amplifiers, power management, radio frequency ICs, edge processors and other sensors.

The Intelligent Edge is characterized by ubiquitous sensing, hyper-scale and edge computing, artificial intelligence (AI) and pervasive connectivity.

These technological trends drive new generations of applications that expand the demand for Analog Devices’ high-performance analog, mixed-signal, power and radio frequency ICs.

The Company’s focus is largely on the business-to-business end markets of Industrial, Automotive and Communications and related applications, as well as Consumer applications, with the goal of driving sustainable and profitable growth over the long term.

6 unchanged sentences

The Company’s fiscal year is the 52 -week or 53 -week period ending on the Saturday closest to the last day in October.

Fiscal 2024 was a 53 -week fiscal period, while the fiscal year ended October 28, 2023 (fiscal 2023) and the fiscal year ended October 29, 2022 (fiscal 2022) were 52 -week fiscal periods.

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023 and fiscal 2022.

On August 26, 2021 (Acquisition Date), the Company completed the acquisition of Maxim Integrated Products, Inc.

(Maxim), an independent manufacturer of innovative analog and mixed-signal products and technologies.

The acquisition of Maxim is referred to as the Acquisition.

See Note 6, Acquisitions , of the Notes to Consolidated Financial Statements for additional information.

Fiscal 2025 was a 52 -week fiscal period, while the fiscal year ended November 2, 2024 (fiscal 2024) was a 53 -week fiscal period and the fiscal year ended October 28, 2023 (fiscal 2023) was a 52 -week fiscal period.

The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024.

Therefore, fiscal 2025 and fiscal 2023 include one less week of operations as compared to fiscal 2024.

Cash, Cash Equivalents and Short-term Investments

9 unchanged sentences

If the impairment is partially or wholly due to a credit loss, the Company will recognize the portion of the fair value adjustment due to credit loss in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Realized gains or losses on investments are determined based on the specific identification basis and are recognized in nonoperating (income) expense.

There were no material net realized gains or losses from the sales of available-for-sale investments during any of the fiscal periods presented.

The components of the Company’s cash and cash equivalents and short-term investments as of November 2, 2024 and October 28, 2023 were as follows:

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the Company’s cash and cash equivalents and short-term investments as of November 1, 2025 and November 2, 2024 were as follows:

Cash and Cash Equivalents:

5 unchanged sentences

Available-for-sale securities

1,152,915 371,822

Total short-term investments $ 1,152,915 $ 371,822

11 unchanged sentences

Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value.

Inventories at November 2, 2024 and October 28, 2023 were as follows:

Inventories at November 1, 2025 and November 2, 2024 were as follows:

Raw materials $ 70,183 $ 93,608

33 unchanged sentences

If the assets held for sale were carried at fair value, it would be considered a Level 3 fair value measurement, and determined based on the use of appraisals and input from market participants.

The Company determined its campus facility located in Milpitas, California met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

During the fourth quarter of fiscal 2025, the Company determined its facility located in Penang, Malaysia met the held for sale criteria specified in ASC 360.

No write-downs to fair value were required upon this determination as the fair value of the asset group, less costs to sell, was greater than the carrying value.

1 unchanged sentence

Land and buildings $ 60,890

Machinery and equipment 25,756

Office equipment 6,519

Less accumulated depreciation and amortization ( 39,005 )

4 unchanged sentences

The Company evaluates goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable, utilizing either the qualitative or quantitative method.

The Company tests goodwill for impairment at the reporting unit level, which the Company has determined is consistent with its identified operating segments, on an annual basis on the first day of the fourth quarter (on or about August 4th) or more frequently if indicators of impairment exist or the Company reorganizes its operating segments or reporting units.

The Company has determined that its business operates as a single operating segment and has a single reporting unit for the purpose of goodwill impairment testing.

The Company tests goodwill on an annual basis on the first day of the fourth quarter (August 3, 2025 in fiscal 2025) or more frequently if indicators of impairment exist or the Company reorganizes its business.

The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value.

When using the qualitative method, the Company considers several factors, including the following:

– the amount by which the fair values of each reporting unit exceeded their carrying values as of the date of the most recent quantitative impairment analysis, which indicated there would need to be substantial negative developments in the markets in which these reporting units operate in order for there to be potential impairment;

– the carrying values of these reporting units as of the assessment date compared to the previously calculated fair values as of the date of the most recent quantitative impairment analysis;

– the amount by which the fair value of a reporting unit exceeded its carrying value as of the date of the most recent quantitative impairment analysis, which indicated there would need to be substantial negative developments in the markets in which the reporting unit operates in order for there to be potential impairment;

– the carrying value of the reporting unit as of the assessment date compared to the previously calculated fair value as of the date of the most recent quantitative impairment analysis;

– the Company’s current forecasts as compared to the forecasts included in the most recent quantitative impairment analysis;

1 unchanged sentence

– changes in the value of major U.S.

stock indices that could suggest declines in overall market stability that could impact the valuation of the Company’s reporting units;

– changes in the Company’s market capitalization and overall enterprise valuation to determine if there were any significant decreases that could be an indication that the valuation of its reporting units had significantly decreased;

– whether there had been any significant increases to the weighted-average cost of capital rates for each reporting unit, which could materially lower the Company’s prior valuation conclusions under a discounted cash flow approach.

If the Company elects not to use this option, or it determines that it is more likely than not that the fair value of a reporting unit is less than its net book value, then the Company performs the quantitative goodwill impairment test.

The quantitative goodwill impairment test requires an entity to compare the fair value of a reporting unit with its carrying amount.

If fair value is determined to be less than carrying value, an impairment loss is recognized for the amount of the carrying value that exceeds the amount of the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Additionally, the Company considers income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

Management determines the fair values of the reporting units using a weighting of the income and market approaches.

stock indices that could suggest declines in overall market stability that could impact the valuation of the Company’s reporting unit;

– whether there had been any significant increases to the weighted-average cost of capital rates used, which could materially lower the Company’s prior valuation conclusions under a discounted cash flow approach.

If the Company elects not to use this option, or it determines that it is more likely than not that the fair value of its reporting unit is less than its net book value, then the Company performs the quantitative goodwill impairment test.

The quantitative goodwill impairment test requires the Company to compare the fair value of its reporting unit with its carrying amount.

If fair value is determined to be less than carrying value, an impairment loss is recognized for the amount of the carrying value that exceeds the amount of its reporting unit’s fair value, not to exceed the total amount of goodwill allocated to its reporting unit.

Additionally, the Company considers income tax effects from any tax deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable.

Management determines the fair value of its reporting unit using a weighting of the income and market approaches.

Under the income approach, it uses a discounted cash flow methodology, which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates and long-term discount rates, among others.

For the market approach, it uses the guideline public company method.

Under this method management utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain its respective fair value.

In order to assess the reasonableness of the calculated values, the aggregate fair values of the reporting units are reconciled to the Company’s total market capitalization, allowing for a reasonable control premium.

During fiscal 2024 and fiscal 2023, the Company elected to use the qualitative method of assessing goodwill for all of its reporting units.

In all periods presented, management concluded the reporting units’ fair values exceeded their carrying amounts as of the assessment dates and no risk of impairment existed.

The Company’s next annual impairment assessment will be performed as of the first day of the fourth quarter of the fiscal year ending November 1, 2025 (fiscal 2025) unless indicators arise that would require the Company to reevaluate at an earlier date.

Under this method management utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit, to create valuation multiples that are applied to the operating performance of its reporting unit being tested, in order to obtain its respective fair value.

In order to assess the reasonableness of the calculated value, the fair value of the reporting unit is reconciled to the Company’s total market capitalization, allowing for a reasonable control premium.

During fiscal 2025, the Company used a combination of the quantitative and qualitative methods of assessing goodwill.

During fiscal 2024, the Company elected to use the qualitative method of assessing goodwill.

In all periods presented, management concluded the reporting unit fair values exceeded their carrying amounts as of the assessment dates and no risk of impairment existed.

The Company’s next annual impairment assessment will be performed as of the first day of the fourth quarter of the fiscal year ending October 31, 2026 (fiscal 2026) unless indicators arise that would require the Company to reevaluate at an earlier date.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the changes in goodwill during fiscal 2025 and fiscal 2024:

Balance at beginning of year $ 26,909,775 $ 26,909,775

Acquisition (1)

Balance at end of year $ 26,945,180 $ 26,909,775

_______________________________________

(1) The fiscal 2025 acquisition was not material to the Company.

Intangible Assets

2 unchanged sentences

If such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their estimated fair value determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique.

As of November 2, 2024 and October 28, 2023, the Company’s intangible assets consisted of the following:

November 2, 2024 October 28, 2023

As of November 1, 2025 and November 2, 2024, the Company’s intangible assets consisted of the following:

November 1, 2025 November 2, 2024

Gross Carrying

5 unchanged sentences

Trade-name 72,200 72,200 72,200 72,200

Backlog (1) — — 361,200 361,200

Assembled workforce 1,800 1,800 1,800 1,800

Total $ 18,027,769 $ 10,013,954 $ 18,007,374 $ 8,421,910

_________________________________

(1) Backlog-related intangible asset was fully utilized during fiscal 2024.

Amortization expense related to intangible assets was $ 1.6 billion, $ 1.7 billion and $ 2.0 billion in fiscal 2025, 2024 and 2023, respectively, and is recorded in cost of sales and amortization of intangibles on the Consolidated Statements of Income.

13 unchanged sentences

In August 2022, the U.S.

government enacted the CHIPS and Science Act of 2022 (CHIPS Act), which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain investments in U.S.

government enacted the CHIPS and Science Act of 2022 (CHIPS Act), which provides funding for manufacturing grants and research investments and establishes an investment tax credit for certain investments in U.S.

semiconductor manufacturing.

As of November 1, 2025, the Company recorded $ 96.3 million and $ 167.2 million as offsets within current income taxes payable and in other assets , respectively, with corresponding reductions to the carrying amounts of the qualifying manufacturing assets on the Consolidated Balance Sheet.

As of November 2, 2024, the Company recorded $ 106.3 million and $ 174.5 million as offsets within current income taxes payable and in other assets , respectively, with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets on the Consolidated Balance Sheet.

As of October 28, 2023, the Company recognized $ 174.3 million in other assets with a corresponding reduction to these fixed asset carrying amounts.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Translation of Foreign Currencies

4 unchanged sentences

Foreign currency transaction gains or losses are included in other, net in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Derivative Instruments and Hedging Agreements

9 unchanged sentences

The gain or loss on the derivatives are reported as a component of AOCI in shareholders’ equity and reclassified into earnings in the same line item on the Consolidated Statements of Income as the impact of the hedged transaction in the same period during which the hedged transaction affects earnings.

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of November 2, 2024 and October 28, 2023 was $ 257.0 million and $ 322.6 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Consolidated Balance Sheets as of November 2, 2024 and October 28, 2023 were as follows:

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of November 1, 2025 and November 2, 2024 was $ 297.0 million and $ 257.0 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Consolidated Balance Sheets as of November 1, 2025 and November 2, 2024 were as follows:

Fair Value At

Balance Sheet Location November 2, 2024 October 28, 2023

Balance Sheet Location November 1, 2025 November 2, 2024

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 4,403 $ 780

2 unchanged sentences

Changes in the fair value of these undesignated hedges are recognized in other (income) expense immediately as an offset to the changes in the fair value of the asset or liability being hedged.

As of November 2, 2024 and October 28, 2023, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 176.8 million and $ 334.7 million, respectively.

As of November 1, 2025 and November 2, 2024, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 207.3 million and $ 176.8 million, respectively.

Fair Value At

Balance Sheet Location November 2, 2024 October 28, 2023

Balance Sheet Location November 1, 2025 November 2, 2024

Undesignated hedges related to forward foreign currency exchange contracts

3 unchanged sentences

All of the Company’s derivative financial instruments are eligible for netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other.

As of November 2, 2024 and October 28, 2023, none of the netting arrangements involved collateral.

As of November 1, 2025 and November 2, 2024, none of the netting arrangements involved collateral.

Interest Rate Exposure Management — The Company’s current and future debt may be subject to interest rate risk.

4 unchanged sentences

The interest rate swaps were designated and qualified as fair value hedges.

The Company does not consider the risk of counterparty default to be significant.

The Company does not consider

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the risk of counterparty default to be significant.

The gain or loss on the hedged item attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

November 2, 2024 October 28, 2023

November 1, 2025 November 2, 2024

Balance Sheet Location Loss on Swaps Gain on Note Loss on Swaps Gain on Note

2 unchanged sentences

$ — $ 12,550 $ — $ 36,855

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The market risk associated with the Company’s derivative instruments results from currency exchange rate or interest rate movements that are expected to offset the market risk of the underlying transactions, assets and liabilities being hedged.

The counterparties to the agreements relating to the Company’s derivative instruments consist of a number of major international financial institutions with high credit ratings.

Based on the credit ratings of the Company’s counterparties as of November 2, 2024 and October 28, 2023, nonperformance is not perceived to be a material risk.

Based on the credit ratings of the Company’s counterparties as of November 1, 2025 and November 2, 2024, nonperformance is not perceived to be a material risk.

Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency.

3 unchanged sentences

The Company records the fair value of its derivative financial instruments in its Consolidated Financial Statements in other current assets, other assets, accrued liabilities, other non-current liabilities and long-term debt, depending on their net position, regardless of the purpose or intent for holding the derivative contract.

Changes in the fair value of cash flow hedges are recorded in AOCI and reclassified into earnings in the same line item on the Consolidated Statements of Income as the impact of the hedged transaction when the underlying contract matures.

Changes in the fair value of designated cash flow hedges are recorded in AOCI and reclassified into earnings in the same line item on the Consolidated Statements of Income as the impact of the hedged transaction when the underlying contract matures.

Changes in the fair value of designated fair value hedges are recorded on the Consolidated Balance Sheets as a swap asset or an accrued liability with an offsetting increment/decrement to the long-term debt balance, which is the underlying item being hedged.

8 unchanged sentences

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The tables below, set forth by level, presents the Company’s financial assets and liabilities, excluding accrued interest components, that were accounted for at fair value on a recurring basis as of November 2, 2024 and October 28, 2023.

The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.

As of November 2, 2024 and October 28, 2023, the Company held $ 1.4 billion and $ 642.1 million, respectively, of cash that was

As of November 1, 2025 and November 2, 2024, the Company held $ 1.4 billion and $ 1.4 billion, respectively, of cash that was

ANALOG DEVICES, INC.

9 unchanged sentences

Government and institutional money market funds $ 740,730 $ — $ 740,730

Corporate obligations (1) — 397,707 397,707

Short-term investments (2) :

Available-for-sale:

Securities with one year or less to maturity:

Corporate obligations (1) — 656,839 656,839

7 unchanged sentences

Total liabilities measured at fair value $ — $ 20,525 $ 20,525

(1) The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $ 382.9 million.

(1) The amortized cost of the Company’s investments classified as available-for-sale as of November 1, 2025 was $ 1.6 billion.

(2) Available-for-sale securities are classified as current assets on the Consolidated Balance Sheets if the securities are available to be converted into cash to fund current operations.

(3) The Company has master netting arrangements by counterparty with respect to derivative contracts.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

October 28, 2023

November 2, 2024

Fair Value measurement at

5 unchanged sentences

Government and institutional money market funds $ 592,560 $ — $ 592,560

Short-term investments:

Available-for-sale:

Securities with one year or less to maturity:

Corporate obligations (1) — 71,246 71,246

Bank obligations (1) — 300,576 300,576

Other assets:

4 unchanged sentences

Interest rate derivatives (3) — 36,855 36,855

— 81,602 81,602

Total liabilities measured at fair value $ — $ 53,134 $ 53,134

(1) The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $ 382.9 million.

(2) The Company has master netting arrangements by counterparty with respect to derivative contracts.

9 unchanged sentences

Interest rate derivative — The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

Santa Clara, California leased property asset group — As a result of a sublease transaction involving a leased property in Santa Clara, California during fiscal 2022, the Company estimated the fair value of the sublease assets using discounted cash flows from the estimated net sublease rental income discounted at a market rate and recorded an impairment charge which represented the excess carrying value of the asset group associated with the Santa Clara, California leased property over its estimated fair value.

These assets are considered a Level 2 fair value measurement.

See Note 5, Special Charges, Net , of the Notes to Consolidated Financial Statements for additional information.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

Held for sale assets — The Company has classified the assets held for sale at carrying value.

1 unchanged sentence

Debt — The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a recurring basis.

Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($ 547.7 million and $ 547.2 million as of November 2, 2024 and October 28, 2023, respectively).

Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($ 446.6 million and $ 547.7 million as of November 1, 2025 and November 2, 2024, respectively).

The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

See Note 12, Debt , of the Notes to Consolidated Financial Statements for further discussion related to outstanding debt.

November 2, 2024 October 28, 2023

November 1, 2025 November 2, 2024

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

2024 Notes, due October 2024 $ — $ — $ 500,000 $ 499,473

2025 Notes, due April 2025 $ — $ — $ 400,000 $ 397,027

1 unchanged sentence

2027 Notes, due June 2027 440,212 436,916 440,212 421,077

2028 Notes, due June 2028 850,000 856,345 — —

2028 Notes, due October 2028 750,000 704,186 750,000 673,316

2030 Notes, due June 2030 650,000 659,834 — —

2031 Notes, due October 2031 1,000,000 884,390 1,000,000 843,766

26 unchanged sentences

The Company has adopted credit policies and standards to accommodate growth in these markets.

The Company performs continuing credit evaluations of its customers’ financial condition and although the Company generally does not require collateral, the Company may require letters of credit from customers in certain circumstances.

The Company provides reserves for estimated amounts of accounts receivable that may not be collected.

The Company performs continuing credit evaluations of its

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

customers’ financial condition and although the Company generally does not require collateral, the Company may require letters of credit from customers in certain circumstances.

The Company provides reserves for estimated amounts of accounts receivable that may not be collected.

Revenue attributable to significant distributors whose revenue as a percentage of total revenue was 10% or greater of total revenue is presented in the following table:

November 2, 2024 October 28, 2023 October 29, 2022

November 1, 2025 November 2, 2024 October 28, 2023

Distributor 1

1 unchanged sentence

Distributor 2

12 % 10 % 10 %

Distributor 3

___________________________________________________________

* Revenue for this distributor was not greater than 10% of total revenue for these periods.

* Revenue for this distributor was not greater than 10% of total revenue for this period.

No other customer accounted for greater than 10% of total revenue in any period presented.

25 unchanged sentences

Substantially all of the Company’s contracts with customers contain a single performance obligation, the sale of mixed-signal integrated circuit products.

Such sales represent a single performance obligation because the sale is one type of good or includes multiple goods that are neither capable of being distinct nor separable from the other promises in the contract.

This performance obligation is satisfied when control of the product is transferred to the customer, which occurs upon shipment or delivery.

Unsatisfied performance obligations primarily represent contracts for products with future delivery dates and with an original expected duration of one year or less.

The Company generally offers a twelve-month

Such sales represent a single performance obligation because the sale is one type of good or includes multiple goods that are neither capable of being distinct nor separable from the other

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

warranty for its products.

promises in the contract.

This performance obligation is satisfied when control of the product is transferred to the customer, which occurs upon shipment or delivery.

Unsatisfied performance obligations primarily represent contracts for products with future delivery dates and with an original expected duration of one year or less.

The Company generally offers a twelve-month warranty for its products.

The Company’s warranty policy provides for replacement of defective products.

10 unchanged sentences

To date, actual distributor claims activity has been materially consistent with the provisions the Company has made based on its historical estimates.

For fiscal 2024 and fiscal 2023, sales to distributors were approximately $ 5.5 billion and $ 7.5 billion, respectively, net of variable consideration for which the liability balances as of November 2, 2024 and October 28, 2023 were $ 508.7 million and $ 525.4 million, respectively, and were recorded in accrued liabilities on the Consolidated Balance Sheets.

For fiscal 2025 and fiscal 2024, sales to distributors were approximately $ 6.1 billion and $ 5.5 billion, respectively, net of variable consideration for which the liability balances as of November 1, 2025 and November 2, 2024 were $ 785.1 million and $ 508.7 million, respectively, and were recorded in accrued liabilities on the Consolidated Balance Sheets.

Contract Balances :

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AOCI includes certain transactions that have generally been reported in the Consolidated Statement of Shareholders’ Equity.

The changes in components of AOCI at November 2, 2024 and October 28, 2023 consisted of the following:

The changes in components of AOCI at November 1, 2025 and November 2, 2024 consisted of the following:

Foreign currency translation adjustment Unrealized holding gains/losses on derivatives Pension plans Total

October 28, 2023 $ ( 72,544 ) $ ( 102,043 ) $ ( 13,715 ) $ ( 188,302 )

November 2, 2024 $ ( 71,511 ) $ ( 85,202 ) $ ( 28,543 ) $ ( 185,256 )

Other comprehensive income before reclassifications ( 189 ) 1,163 11,516 12,490

Amounts reclassified out of other comprehensive loss — 10,168 1,032 11,200

Amounts reclassified out of other comprehensive income

— 17,781 2,094 19,875

Tax — ( 3,519 ) 1,828 ( 1,691 )

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( 3,228 ) ( 2,140 ) Tax

$ 8,028 $ 9,622 Net of tax

$ 14,553 $ 8,028

Amortization of pension components included in the computation of net periodic benefit cost

Actuarial losses (1) $ 1,032 $ 1,513 Net of tax

Actuarial losses (1) $ 2,094 $ 1,032

Total amounts reclassified out of AOCI, net of tax $ 16,647 $ 9,060

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Restricted stock units with service and performance or market conditions generally vest in one installment on the third anniversary of the date of grant.

For grants issued prior to fiscal 2018, the vesting period was generally five years for stock options, or in annual installments of 20 % on each of the first, second, third, fourth and fifth anniversaries of the date of grant and in one installment on the third anniversary of the date of grant for restricted stock units/awards.

The maximum contractual term of all stock options is ten years .

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If the Company determines that an award is unlikely to vest, any previously recorded stock-based compensation expense is reversed in the period of that determination.

The grant date fair value of restricted stock units and performance-based stock options with both service and market conditions is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the performance condition stipulated in the award grant, including the possibility that the market condition may not be satisfied.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

satisfying the performance condition stipulated in the award grant, including the possibility that the market condition may not be satisfied.

The fair value of shares issued under the Company’s employee stock purchase plan (ESPP) is computed using the Black-Scholes model at the commencement of an offering period in June and December of each year and the related expense is recorded over the offering period.

See Note 3, Stock-Based Compensation and Shareholders ’ Equity , of the Notes to Consolidated Financial Statements for additional information relating to stock-based compensation.

Other Investments

Other investments consist of interests in venture capital funds and other long-term investments and are recorded in Other assets on the Consolidated Balance Sheets.

Investments are accounted for using the equity method of accounting or cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

For equity method investments, realized gains and losses are reflected in other, net based upon the Company’s ownership share of the investee’s financial results.

New Accounting Pronouncements

Standards Implemented

Acquired Contract Assets and Contract Liabilities

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

Accounting for Acquired Contract Assets and Contract Liabilities .

Under this guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree.

The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2021-08 in the first quarter of fiscal 2024.

Upon adoption, ASU 2021-08 did not have a material impact on the Company’s financial position and results of operations.

Standards to Be Implemented

Segment Reporting

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Disclosure of multiple measures of segment profit and loss may also be reported.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

The Company adopted ASU 2023-07 in fiscal 2025.

See Note 4, Industry, Segment and Geographic Information, of the Notes to Consolidated Financial Statements for additional information.

Standards to Be Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.

Disaggregation of Income Statement Expenses

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ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.

Stock-Based Compensation and Shareholders’ Equity

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The Company grants, or has granted, stock options and other stock and stock-based awards under the Company’s 2020 Equity Incentive Plan (2020 Plan), which was approved by shareholders in March 2020.

The 2020 Plan provides for the issuance of up to 21.2 million shares of the Company’s common stock, which includes shares that remained available or became available under the Company’s previous equity compensation plans, including the Amended and Restated 2006 Stock

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan.

The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

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The Company does not intend to grant further equity awards under any previous legacy equity compensation plans.

Additionally, in connection with the Acquisition, the Company assumed the Maxim 1996 Stock Incentive Plan (1996 Plan), which expired by its terms in July 2024.

As of November 1, 2025, a total of 11.6 million shares of the Company’s common stock were available for future issuance under the 2020 Plan.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Modification of Awards

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Total stock-based compensation expense $ 321,560 $ 262,710 $ 299,823

As of November 2, 2024 and October 28, 2023, the Company capitalized $ 10.4 million and $ 12.9 million, respectively, of stock-based compensation in inventory.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of November 1, 2025 and November 2, 2024, the Company capitalized $ 14.5 million and $ 10.4 million, respectively, of stock-based compensation in inventory.

Stock-Based Compensation Activity

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Term in Years Aggregate

Options outstanding at October 28, 2023

Options outstanding at November 2, 2024

1,639 $ 105.94

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Options forfeited ( 1 ) $ 68.77

Options outstanding at November 2, 2024

1,639 $ 105.95 4.2 $ 195,951

Options exercisable at November 2, 2024

1,293 $ 95.65 3.7 $ 167,918

Options vested or expected to vest at November 2, 2024 (1)

1,639 $ 105.94 4.2 $ 195,911

Options outstanding and exercisable at November 1, 2025

1,197 $ 115.14 3.7 $ 142,441

(1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future.

The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options.

The total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) during fiscal 2025, fiscal 2024 and fiscal 2023 was $ 64.2 million, $ 93.9 million and $ 95.0 million, respectively.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the Company’s restricted stock unit and award activity as of November 1, 2025 and changes during the fiscal year then ended is presented below:

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Date Fair Value

Restricted stock units/awards outstanding at October 28, 2023

Restricted stock units/awards outstanding at November 2, 2024

4,481 $ 186.81

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4,427 $ 180.59

As of November 2, 2024, there was $ 607.8 million of total unrecognized compensation cost related to unvested stock-based awards comprised of stock options, restricted stock awards and restricted stock unit awards.

As of November 1, 2025, there was $ 640.2 million of total unrecognized compensation cost related to unvested stock-based awards comprised of restricted stock unit awards.

That cost is expected to be recognized over a weighted-average period of 1.5 years.

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Common Stock Repurchases

In fiscal 2021, the Company entered into accelerated share repurchase agreements (ASR) with third-party financial institutions, paid $ 2.5 billion and received an initial delivery of 12.3 million shares of common stock, which represented approximately 80 % of the notional amount of the ASR.

As of October 30, 2021, the Company recorded the remaining 20 %, or $ 500.0 million, within Prepaid expenses and other current assets on the Consolidated Balance Sheets, which was utilized during the first quarter of fiscal 2022.

During the first quarter of fiscal 2022, the ASR was completed and an additional 2.1 million shares of common stock were received by the Company as final settlement of the ASR.

In total, the Company repurchased 14.4 million shares of common stock under the ASR at an average price per share of $ 173.77 .

The Company’s share repurchase program has been in place since August 2004.

In the aggregate, the Board of Directors has authorized the Company to repurchase $ 16.7 billion of the Company’s common stock under the program, which includes the $ 8.5 billion authorization approved by the Board of Directors on August 25, 2021.

In the aggregate, the Board of Directors has authorized the Company to repurchase $ 26.7 billion of the Company’s common stock under the program, which includes the $ 10.0 billion authorization approved by the Board of Directors on February 18, 2025.

The Company may repurchase outstanding shares of its common stock from time to time in the open market and through privately negotiated transactions.

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The repurchased shares are held as authorized but unissued shares of common stock.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company also, from time to time, repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options.

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Industry, Segment and Geographic Information

The Company operates and tracks its results in one reportable segment based on the aggregation of its operating segments.

The Company designs, develops, manufactures and markets a broad range of integrated circuits (ICs).

The Chief Executive Officer has been identified as the Company’s Chief Operating Decision Maker.

The Company has determined that all of the Company’s operating segments share the following similar economic characteristics, and therefore meet the criteria established for operating segments to be aggregated into one reportable segment, namely:

• The primary source of revenue for each operating segment is the sale of ICs.

• The ICs sold by each of the Company’s operating segments are manufactured using similar semiconductor manufacturing processes and raw materials in either the Company’s own production facilities or by third-party wafer fabricators using proprietary processes.

• The Company sells its products to tens of thousands of customers worldwide.

Many of these customers use products spanning all operating segments in a wide range of applications.

• The ICs marketed by each of the Company’s operating segments are sold globally through a direct sales force, third-party distributors, independent sales representatives and via the Company’s website to the same types of customers.

All of the Company’s operating segments share a similar long-term financial model as they have similar economic characteristics.

The causes for variation in operating and financial performance are the same among the Company’s operating segments and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) product differentiation and (iv) size of market opportunity.

Additionally, each operating segment is subject to the overall cyclical nature of the semiconductor industry.

Lastly, the number and composition of employees and the amounts and types of tools and materials required for production of products are proportionally similar for each operating segment.

The Company operates and tracks its results at the consolidated company level in one operating segment and one reportable segment.

The Company designs, develops, manufactures and markets a broad range of ICs.

The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s ICs are manufactured under similar processes with raw materials in either the Company’s own production facilities or by third-party wafer fabricators using proprietary processes.

The ICs marketed by the Company are sold globally through a direct sales force, third-party distributors, independent sales representatives and via the Company’s website to the same types of customers spanning a wide range of applications.

Accordingly, the Company operates under a single operating segment.

The Company’s Chair and Chief Executive Officer has been identified as its Chief Operating Decision Maker (CODM).

The Company’s organizational structure is based along functional lines with each functional manager reporting to the CODM or to a direct report of the CODM.

The CODM regularly reviews income and expense items at the consolidated company level.

He primarily uses consolidated net income as reported on the Consolidated Statements of Operations to evaluate performance and allocate resources.

This measure is utilized during the Company’s budgeting and forecasting process to assess profitability and inform strategic initiatives, capital allocation and other operating decisions.

The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM:

November 1, 2025 November 2, 2024 October 28, 2023

$ 11,019,707 $ 9,427,157 $ 12,305,539

Cost of sales, including human capital expenses therein 4,246,229 4,045,814 4,428,321

Operating expenses:

Employee compensation costs 2,148,609 1,768,311 2,051,976

Amortization of acquired intangible assets 749,662 754,784 959,618

Research and development related costs (excluding employee compensation costs) 530,071 466,134 498,281

Special charges, net 69,980 37,258 160,710

Other operating expense (excluding employee compensation costs) (1)

342,660 322,058 383,521

Nonoperating expense (income)

220,384 255,458 215,109

Provision for income taxes 444,770 142,067 293,424

Net income $ 2,267,342 $ 1,635,273 $ 3,314,579

_______________________________________

(1) Includes depreciation and amortization expenses, facilities expenses, legal expenses and other discretionary expenses.

Revenue Trends by End Market

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Automotive 3,277,865 30 % 2,837,522 30 % 2,903,979 24 %

Communications 1,080,496 11 % 1,606,426 13 % 1,855,311 15 %

Consumer 1,434,568 13 % 1,207,880 13 % 1,244,598 10 %

Communications 1,377,865 13 % 1,091,431 12 % 1,591,586 13 %

Total revenue $ 11,019,707 100 % $ 9,427,157 100 % $ 12,305,539 100 %

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Revenue by Sales Channel

The following tables summarize revenue by sales channel.

The following table summarizes revenue by sales channel.

The Company sells its products globally through a direct sales force, third-party distributors, independent sales representatives and via its website.

Distributors are customers that buy

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

products with the intention of reselling them.

Distributors are customers that buy products with the intention of reselling them.

Direct customers are non-distributor customers and consist primarily of original equipment manufacturers (OEMs).

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government, government prime contractors and certain commercial customers for which revenue is recorded over time.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2025 2024 2023

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This may differ from the geographic location of the end customers particularly in cases where a third-party contract manufacturer purchases the Company’s products through distributors.

In all periods presented, the predominant regions comprising “Rest of North and South America” are Canada and Mexico;

the predominant regions comprising “Europe” are Germany, Sweden, Israel and the Netherlands;

and the predominant regions comprising “Rest of Asia” are Taiwan, Malaysia, South Korea and Singapore.

In all periods presented, the predominant regions comprising “Rest of North and South America” are Mexico and Canada;

the predominant regions comprising “Europe” are Germany, the Netherlands, France and Israel;

and the predominant regions comprising “Rest of Asia” are Taiwan, South Korea, Malaysia and Singapore.

2025 2024 2023

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Employee severance and benefit costs 45,064 113,995

Facility closure costs — —

Severance and benefit payments, net ( 60,153 ) ( 3,549 )

Facility closure cost payments — —

Effect of foreign currency on accrual ( 281 ) —

Balance at October 28, 2023

$ 36,981 (1) $ 110,446

Employee severance and benefit costs ( 5,106 ) 41,907

Severance and benefit payments, net ( 18,020 ) ( 151,636 )

Balance at October 28, 2023

Balance at November 2, 2024

$ 13,855 $ 717

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_________________________________________________________

(1) As of October 28, 2023, this balance was comprised of $ 13.8 million and $ 23.1 million recorded in Accrued liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheet.

The Company recorded net special charges of $ 155.9 million on a cumulative basis through November 2, 2024 related to the Q4 2023 Plan.

In fiscal 2023, the Company committed to a plan to reorganize its business (the Q4 2023 Plan).

The Q4 2023 Plan, consisting of voluntary and involuntary reductions-in-force and other cost-savings initiatives, was commenced to adjust the Company’s cost structure and business activities to better align with weaker market demand and continued economic uncertainty in its end markets, as well as to make certain strategic shifts in its workforce necessary to achieve its long-term vision.

The reductions-in-force impacted positions in manufacturing, engineering and selling, marketing, general and administrative functions.

Global Repositioning Actions

The Company recorded net special charges of $ 527.6 million on a cumulative basis through November 2, 2024, as part of the integration of the Acquisition and continued organizational initiatives to consolidate its global footprint related to certain manufacturing, engineering, sales, marketing and administrative offices and to better align its global workforce with the Company’s long-term strategic plan.

The Company recorded net special charges of $ 591.6 million on a cumulative basis through November 1, 2025, as part of the integration of the acquisition of Maxim Integrated Products, Inc.

(Maxim) and continued organizational initiatives to consolidate its global footprint related to certain manufacturing, engineering, sales, marketing and administrative offices and to better align its global workforce with the Company’s long-term strategic plan.

The special charges include severance and fringe benefit costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, and the write-off of acquired intellectual property due to the Company’s decision to discontinue certain product development strategies.

In connection with the Company’s decision during fiscal 2022 to transition its engineering, sales, marketing and administrative activities from its leased property in Santa Clara, California to its owned property in San Jose, California, the Company entered into a sublease agreement for a portion of the leased property and intends to sublease the remainder of this property.

As a result of the sublease transaction, the Company recorded an impairment charge of $ 91.9 million in net special charges which represented the excess carrying value of the associated asset group over its estimated fair value.

The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.

The Company allocated $ 60.6 million, $ 28.1 million and $ 3.2 million of the impairment charge to right of use assets, leasehold improvements and office equipment, respectively.

Maxim Integrated Products, Inc.

On the Acquisition Date, the Company completed its acquisition of all of the voting interests of Maxim, an independent manufacturer of innovative analog and mixed-signal products and technologies.

Under the terms of the agreement pursuant to which the Company acquired Maxim, Maxim stockholders received, for each outstanding share of Maxim common stock,

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

0.6300 of a share of the Company’s common stock at the closing.

The results of operations of Maxim from the Acquisition Date are included in the Company’s Consolidated Financial Statements for the year ended October 30, 2021.

Other Investments

Other investments consist of interests in venture capital funds and other long-term investments and are recorded in Other assets on the Consolidated Balance Sheets.

For equity method investments, realized gains and losses are reflected in other, net based upon the Company’s ownership share of the investee’s financial results.

In fiscal 2023, the Company committed to a plan to reorganize its business (the Q4 2023 Plan).

The Company recorded net special charges of $ 155.9 million on a cumulative basis through November 2, 2024 related to the Q4 2023 Plan.

The Q4 2023 Plan, consisting of voluntary and involuntary reductions-in-force and other cost-savings initiatives, was commenced to adjust the Company’s cost structure and business activities to better align with then weaker market demand and continued economic uncertainty in its end markets, as well as to make certain strategic shifts in its workforce necessary to achieve its long-term vision.

The reductions-in-force impacted positions in manufacturing, engineering and selling, marketing, general and administrative functions.

Accrued Liabilities

Accrued liabilities at November 2, 2024 and October 28, 2023 consisted of the following:

Accrued liabilities at November 1, 2025 and November 2, 2024 consisted of the following:

Distributor price adjustments and other revenue reserves $ 785,059 $ 508,722

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Total accrued liabilities $ 1,645,032 $ 1,106,070

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company enters into operating leases which primarily relate to certain facilities and, to a lesser extent, finance leases.

Finance leases were not a material component of the Company’s lease portfolio in the periods presented.

The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of an arrangement.

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If these costs are variable costs they are not included in the measurement of the right-of-use assets and lease liabilities, but are expensed when the event determining the amount of variable consideration to be paid occurs.

The Company’s leases have remaining lease terms of less than one year to approximately twenty-one years , some of which may include options to extend the initial term of the lease.

The Company’s leases have remaining lease terms of less than one year to approximately twenty years , some of which may include options to extend the initial term of the lease.

These options are included in determining the initial lease term at lease commencement only if the Company is reasonably certain to exercise the option.

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For leases with terms of twelve months or less the Company recognizes the related lease payments as expense either on a straight-line basis over the lease term or as incurred depending on whether the lease payments are fixed or variable.

The Company subleases certain properties that are not used in its core business operations (See Note 5, Special Charges, Net , of the Notes to Consolidated Financial Statements).

The Company subleases certain properties that are not used in its core business operations.

Sublease income was $ 15.0 million and $ 12.8 million in fiscal 2025 and fiscal 2024, respectively.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents supplemental balance sheet information related to the Company’s operating leases:

November 2, 2024 October 28, 2023

November 1, 2025 November 2, 2024

Operating lease right-of-use assets in Other assets $ 229,520 $ 242,548

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November 1, 2025

October 28, 2023

November 2, 2024

Lease expense $ 67,340 $ 68,331

1 unchanged sentence

Cash flows from operating leases $ 83,556 $ 82,070

$ 82,070 $ 68,759

Lease assets obtained in exchange for new lease liabilities $ 39,604 $ 15,801

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Present value of operating lease liabilities $ 356,809

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the future minimum cash receipts as a result of subleases as of November 1, 2025:

Thereafter 12,480

Total future minimum cash receipts $ 77,837

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As to such claims and litigation, the Company can give no assurance that it will prevail.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Retirement Plans

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equity securities, bonds, property and cash.

The Company has elected to measure defined benefit plan assets and obligations as of October 31, which is the month-end that is closest to its fiscal year-ends, which were November 2, 2024 for fiscal 2024 and October 28, 2023 for fiscal 2023.

As a result of the Acquisition, the Company acquired a postretirement plan that provides postretirement medical expenses to certain former employees of a Maxim acquired company and certain former Maxim executives in the U.S.

The Company has elected to measure defined benefit plan assets and obligations as of October 31, which is the month-end that is closest to its fiscal year-ends, which were November 1, 2025 for fiscal 2025 and November 2, 2024 for fiscal 2024.

In addition, the Company has a postretirement plan that provides postretirement medical expenses to certain former Maxim executives in the U.S.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Components of Net Periodic Benefit Cost

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The service cost component of net periodic benefit cost above is recorded in Cost of sales, Research and development, Selling, marketing, general and administrative expenses within the Consolidated Statements of Income, while the remaining components are recorded to Other, net .

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Benefit Obligations and Plan Assets

Obligation and asset data of the Company’s pension and postretirement benefit plans at November 2, 2024 and October 28, 2023 is presented in the following table:

Obligation and asset data of the Company’s pension and postretirement benefit plans at November 1, 2025 and November 2, 2024 is presented in the following table:

Change in Benefit Obligation

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Plan combinations

23,349 ( 3,880 )

Settlement — ( 13,240 )

Actuarial gain 5,438 574

Actuarial (gain)/loss

( 19,248 ) 5,438

Benefits paid ( 7,213 ) ( 3,152 )

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Net loss $ ( 1,068 ) $ ( 2,148 )

The accumulated benefit obligation for the Company’s pension and postretirement benefit plans was $ 132.7 million and $ 120.1 million at November 2, 2024 and October 28, 2023, respectively.

Information relating to the Company’s pension and postretirement benefit plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets at November 2, 2024 and October 28, 2023 is presented in the following table:

The accumulated benefit obligation for the Company’s pension and postretirement benefit plans was $ 127.2 million and $ 132.7 million at November 1, 2025 and November 2, 2024, respectively.

Information relating to the Company’s pension and postretirement benefit plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets at November 1, 2025 and November 2, 2024 is presented in the following table:

Plans with projected benefit obligations in excess of plan assets:

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Fair value of plan assets

The following table presents plan assets measured at fair value on a recurring basis by investment categories as of November 2, 2024 and October 28, 2023 using the same three-level hierarchy described in Note 2j, Fair Value , of the Notes to Consolidated Financial Statements:

November 2, 2024 October 28, 2023

The following table presents plan assets measured at fair value on a recurring basis by investment categories as of November 1, 2025 and November 2, 2024 using the same three-level hierarchy described in Note 2j, Fair Value , of the Notes to Consolidated Financial Statements:

November 1, 2025 November 2, 2024

Fair Value Measurement at Reporting Date Using:

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Expected Company Contributions

2025 $ 10,773

Expected Benefit Payments

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Taxes attributable to the Tax Cuts and Jobs Act of 2017 ( 4,101 ) ( 3,977 ) ( 81,695 )

Taxes attributable to the One Big Beautiful Bill Act

effects of international operations 51,314 ( 6,300 ) ( 98,286 )

22 unchanged sentences

Total deferred $ ( 246,645 ) $ ( 367,563 ) $ ( 452,946 )

Provision for income tax $ 142,067 $ 293,424 $ 350,188

Provision for income taxes

$ 444,770 $ 142,067 $ 293,424

The Company accounts for global intangible low-taxed income (GILTI) under the deferred method.

In fiscal 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which revised the applicable GILTI tax rate for the Company’s fiscal years beginning in 2027.

As a result, in fiscal 2025, the Company recorded a net deferred tax expense of $ 153.8 million related to the remeasurement of its GILTI-related deferred tax assets and liabilities.

The Company’s effective tax rate for fiscal 2023 was impacted by a discrete income tax benefit recorded of $ 81.7 million resulting from the approval granted by the Joint Committee on Taxation of its federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act.

tax legislation subjects a U.S.

shareholder to tax on global intangible low-taxed income (GILTI).

GAAP, an accounting policy election can be made to either treat taxes due on the GILTI inclusion as a current period expense or to recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years.

The Company elected the deferral method and recorded the corresponding GILTI deferred tax assets and liabilities on its Consolidated Balance Sheets.

The Company carries other outside basis differences in its subsidiaries, primarily arising from acquisition accounting adjustments and certain undistributed earnings that are considered indefinitely reinvested.

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Deferred GILTI tax liabilities (2)

( 2,272,775 ) ( 2,442,068 )

Right of use asset ( 50,965 ) ( 53,303 )

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(1) The Company included the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act.

The valuation allowances of $ 343.1 million and $ 332.5 million as of November 2, 2024 and October 28, 2023, respectively, are primarily for the Company’s state R&D credit carryforwards, foreign net operating losses and international credit carryforwards.

(2) The Company’s effective tax rate for fiscal 2025 was impacted by a net deferred tax expense of $ 153.8 million recorded in fiscal 2025 related to the remeasurement of our GILTI-related deferred tax assets and liabilities attributable to the passage of the OBBBA.

The valuation allowances of $ 263.9 million and $ 343.1 million as of November 1, 2025 and November 2, 2024, respectively, are primarily for the Company’s state R&D credit carryforwards, foreign net operating losses and international credit carryforwards.

The Company believes that it is more-likely-than-not that these credit carryovers will not be realized and as a result has recorded a partial valuation allowance.

1 unchanged sentence

There are also $ 227.4 million of federal and state credit carryovers and $ 14.3 million of foreign investment tax credit carryovers that begin to expire in the fiscal year ending October 31, 2026.

As of November 2, 2024 and October 28, 2023, the Company had unrealized tax benefits, net of indirect tax benefits, of $ 162.7 million and $ 187.4 million, respectively, which if settled in the Company’s favor, would lower the Company’s effective tax rate in the period recorded.

As of November 1, 2025 and November 2, 2024, the Company had unrealized tax benefits, net of indirect tax benefits, of $ 166.2 million and $ 162.7 million, respectively, which if settled in the Company’s favor, would lower the Company’s effective tax rate in the period recorded.

Liabilities for unrealized tax benefits are primarily classified as non-current because the Company believes that the ultimate payment or settlement of these liabilities will not occur within the next twelve months.

As of November 2, 2024 and October 28, 2023, the Company had liabilities of approximately $ 73.7 million and $ 70.7 million, respectively, for interest and penalties, which is included within the provision for income taxes in the Consolidated Statements of Income.

As of November 1, 2025 and November 2, 2024, the Company had liabilities of approximately $ 87.8 million and $ 73.7 million, respectively, for interest and penalties, which is included within the provision for income taxes in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

3 unchanged sentences

Balance, October 29, 2022

Additions for tax positions related to the Acquisition 15,267

Additions for tax positions related to current year 5,895

3 unchanged sentences

Additions for tax positions related to current year 5,793

Additions for tax positions related to prior years

Reductions for tax positions related to prior years

Reductions due to lapse of applicable statute of limitations ( 3,013 )

Balance, October 28, 2023

Balance, November 2, 2024

Additions for tax positions related to current year 5,603

Reductions for tax positions related to prior years

Additions for tax positions related to prior years

Reductions due to lapse of applicable statute of limitations ( 2,139 )

3 unchanged sentences

The $ 150.0 million primarily relates to matters involving federal taxation of international income and cross-border transactions.

The Company has numerous audits ongoing at any time throughout the world including:

The Company has numerous audits ongoing throughout the world including:

an IRS income tax audit for the fiscal years ended October 30, 2021 (fiscal 2021), November 2, 2019 (fiscal 2019) and November 3, 2018 (fiscal 2018);

a pre-Acquisition IRS income tax audit for Maxim’s fiscal years ended June 27, 2015 through August 26, 2021;

an IRS income tax audit for Maxim’s fiscal years ended June 27, 2015 through August 26, 2021;

and various U.S.

state and local tax audits and international audits, including an Irish corporate tax audit for fiscal 2019.

state and local audits and international audits, including Irish corporate tax audits for fiscal 2021.

The Company’s U.S.

federal tax returns prior to fiscal 2018 are no longer subject to examination, except for the applicable Maxim pre-Acquisition fiscal years noted above.

federal income tax returns prior to fiscal 2018 are no longer subject to examination, except for the applicable Maxim fiscal years noted above.

During fiscal 2025, the Company received an assessment from the U.S.

Internal Revenue Service (IRS) for fiscal 2018 and fiscal 2019, totaling approximately $ 267.0 million, excluding penalties and interest.

The assessment pertains to transfer pricing arrangements between the Company and one of its wholly-owned foreign subsidiaries.

The Company firmly disagrees with this assessment and maintains that its transfer pricing is appropriate.

Consequently, the Company has not recorded any additional tax liability related to fiscal 2018 and fiscal 2019 in relation to this issue, nor to any other periods.

The Company intends to vigorously defend its original tax return position and is currently preparing for an appeal with the IRS.

Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, such a resolution, along with any potential impact on subsequent fiscal years, could have a material adverse effect on the Company’s income tax expense and net earnings in future periods.

Revolving Credit Facility

On June 23, 2021, the Company entered into a Third Amended and Restated Credit Agreement with Bank of America, N.A.

as administrative agent and the other banks identified therein as lenders, which was subsequently amended on December 20, 2022 and July 24, 2023 (as amended, the Revolving Credit Agreement).

On April 11, 2025, the Company entered into a Fourth Amended and Restated Credit Agreement with Bank of America, N.A.

as administrative agent and the other banks identified therein as lenders (the Revolving Credit Agreement).

The Revolving Credit Agreement provides for a five-year , unsecured, revolving credit facility in an aggregate principal amount not to exceed $ 3.0 billion (subject to certain terms and conditions).

In the first quarter of fiscal 2023, the Company amended the Revolving Credit Agreement, replacing the LIBOR interest rate provisions with interest rate provisions based on a forward-looking term rate based on the Secured Overnight Financing Rate (SOFR) plus a 10 basis point credit spread adjustment.

After the amendment, revolving loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement) at the Company’s option.

Revolving loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement) at the Company’s option.

Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable adjusted term SOFR plus a margin based on the Company’s Debt Ratings (as defined in the Revolving Credit Agreement) from time to time of between 0.46 % and 0.90 %.

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In addition, the Company has agreed to pay a facility fee based on the Company’s Debt Ratings from time to time of between 0.040 % and 0.100 % multiplied by the actual daily amount of the Commitments (as defined in the Revolving Credit Agreement) in effect.

The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate and facility fee reductions or increases based on the Company meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions and renewable energy usage.

For calendar year 2023, the Company exceeded the target thresholds for greenhouse gas emission and renewable energy usage, which resulted in immaterial adjustments to administrative and interest fees due under the facility.

The Revolving Credit Agreement includes a multicurrency

The Revolving Credit Agreement includes a multicurrency borrowing feature for certain specified foreign

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

borrowing feature for certain specified foreign currencies.

The Company will guarantee the obligations of each subsidiary that is named a Designated Borrower under the Revolving Credit Agreement.

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As of November 1, 2025, the Company was in compliance with these covenants.

On December 14, 2015, the Company issued $ 850.0 million aggregate principal amount of 3.9 % senior unsecured notes due December 15, 2025 (the December 2025 Notes) and $ 400.0 million aggregate principal amount of 5.3 % senior unsecured notes due December 15, 2045 (the 2045 Notes) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing June 15, 2016.

The net proceeds of the offering were $ 1.2 billion, after discounts and issuance costs.

Debt discounts and issuance costs will be amortized through interest expense over the term of the 2045 Notes.

The 2045 Notes are subordinated to any future secured debt and to the other liabilities of the Company’s subsidiaries.

The 2045 Notes were issued pursuant to a base indenture (the ADI Base Indenture) between the Company and The Bank of New York Mellon Trust Company as trustee, as supplemented by a supplemental indenture, which contain certain covenants, events of default and other customary provisions.

The covenants applicable to the 2045 Notes limit the Company’s ability to incur, create, assume or guarantee any debt secured by a lien upon a principal property;

enter into sale and lease-back transactions with respect to a principal property;

and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party.

As of November 2, 2024, the Company was in compliance with these covenants.

On December 5, 2016, the Company issued $ 400.0 million aggregate principal amount of 2.5 % senior unsecured notes due December 5, 2021 (the 2021 Notes), $ 550.0 million aggregate principal amount of 3.125 % senior unsecured notes due December 5, 2023 (the December 2023 Notes), $ 900.0 million aggregate principal amount of 3.5 % senior unsecured notes due December 5, 2026 (the 2026 Notes) and $ 250.0 million aggregate principal amount of 4.5 % senior unsecured notes due December 5, 2036 (the 2036 Notes) with semi-annual fixed interest payments due on June 5 and December 5 of each year, commencing June 5, 2017.

The net proceeds of the offering were $ 2.1 billion, after discounts and issuance costs.

On October 5, 2021, (i) $ 71.2 million, or 17.80 %, of the $ 400.0 million aggregate principal amount of the 2021 Notes at a price of $1,001.77 for each $1,000 principal amount of 2021 Notes, (ii) $ 282.7 million, or 51.41 %, of the $ 550.0 million aggregate principal amount of the December 2023 Notes at a price of $1,053.78 for each $1,000 principal amount of December 2023 Notes and (iii) $ 105.7 million, or 42.29 %, of the $ 250.0 million aggregate principal amount of the 2036 Notes at a price of $1,239.96 for each $1,000 principal amount of 2036 Notes were tendered for redemption.

On October 20, 2021, the remaining 2021 Notes and December 2023 Notes were redeemed for cash at a redemption price equal to $1,000.98 for each $1,000 principal amount of 2021 Notes and $1,050.17 for each $1,000 principal amount of December 2023 Notes.

Debt discounts and issuance costs will be amortized through interest expense over the term of the respective notes.

The 2026 Notes and 2036 Notes rank without preference or priority among themselves and equally in right of payment with all other existing and future senior unsecured debt and senior in right of payment to all of the Company’s future subordinated debt.

The 2026 Notes and 2036 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

On April 8, 2020, in an underwritten public offering of green bonds, the Company issued $ 400.0 million aggregate principal amount of 2.95 % senior unsecured notes due April 1, 2025 (the April 2025 Notes), with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing on October 1, 2020.

The Company used the net proceeds of $ 395.6 million from the green bond offering to finance or refinance new and existing eligible projects involving renewable energy, green buildings, and eco-efficient products, production technologies and processes.

Debt discounts and underwriting fees will be amortized through interest expense over the term of the April 2025 Notes.

At any time prior to March 1, 2025, the Company may, at its option, redeem some or all of the April 2025 Notes at a redemption price equal to the greater of 100 % of the principal amount of the April 2025 Notes being redeemed and the make-whole premium, plus accrued and unpaid interest on the April 2025 Notes being redeemed, if any, to but excluding the date of redemption.

The April 2025 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The April 2025 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In conjunction with the Acquisition, $ 500.0 million aggregate principal amount of Maxim’s 3.375 % senior unsecured and unsubordinated notes due March 15, 2023 (the Maxim 2023 Notes) and $ 500.0 million aggregate principal amount of Maxim’s 3.45 % senior unsecured and unsubordinated notes due June 15, 2027 (the Maxim 2027 Notes), were recognized by the Company at fair value as of the Acquisition Date.

In November 2021 (fiscal 2022), the Maxim 2023 Notes were redeemed for cash.

On October 5, 2021, in an underwritten public offering, the Company issued $ 500.0 million aggregate principal amount of floating rate senior notes due October 1, 2024 (the Floating Rate Notes), $ 750.0 million aggregate principal amount of 1.7 % sustainability-linked senior notes due October 1, 2028 (the Sustainability-Linked Senior Notes), $ 1.0 billion aggregate principal amount of 2.1 % senior notes due October 1, 2031 (the 2031 Notes), $ 750.0 million aggregate principal amount of 2.8 % senior notes due October 1, 2041 (the 2041 Notes), and $ 1.0 billion aggregate principal amount of 2.95 % senior notes due October 1, 2051 (the 2051 Notes, and, together with the Floating Rate Notes, the Sustainability-Linked Senior Notes, the 2031 Notes and the 2041 Notes, the Notes).

The Floating Rate Notes bore interest at a floating annual rate equal to a benchmark rate, which initially is Compounded SOFR (as defined in the supplemental indenture governing such notes) plus 25 basis points.

On October 1, 2024 the Floating Rate Notes were paid in full at maturity.

The Sustainability-Linked Senior Notes initially bear interest at a rate of 1.7 % per annum and are subject to an increase of an additional 30 basis points from April 1, 2026 to the maturity date unless the Sustainability Performance Target (as defined in the Sustainability-Linked Senior Notes) has been satisfied.

Semi-annual fixed interest payments on the Sustainability-Linked Senior Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes are due on April 1 and October 1 of each year, beginning on April 1, 2022.

At any time prior to August 1, 2028 in the case of the Sustainability-Linked Senior Notes, July 1, 2031 in the case of the 2031 Notes, April 1, 2041 in the case of the 2041 Notes and April 1, 2051 in the case of the 2051 Notes (each, a Par Call Date), the Company may, at its option, redeem some or all of the applicable series of Notes at a redemption price equal to the greater of (i) 100 % of the principal amount of such series of Notes being redeemed and (ii) the make-whole redemption price (as described in the supplemental indenture governing such notes).

On and after the applicable Par Call Date, the Company may, at its option, redeem some or all of the applicable series of Notes at a redemption price equal to 100 % of the principal amount of the Notes being redeemed.

In each case, the Company will also pay the accrued and unpaid interest on the Notes being redeemed to, but excluding, the date of redemption.

The Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

Debt discounts and issuance costs will be amortized through interest expense over the term of the respective Notes.

The Notes were issued pursuant to an indenture, as supplemented by a supplemental indenture, and the indenture and supplemental indenture contain certain covenants, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

On September 15, 2022, in an underwritten public offering, the Company issued $ 300.0 million aggregate principal amount of 4.250 % senior notes due October 1, 2032 (the 2032 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing April 1, 2023.

The net proceeds of the offering were $ 296.1 million, after discounts and issuance costs.

Prior to July 1, 2032 (three months prior to the maturity date), the Company may, at its option, redeem the 2032 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on July 1, 2032) on a semi-annual basis at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after July 1, 2032, the Company may, at its option, redeem the 2032 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2032 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2032 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2032 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On October 7, 2022, the Company completed an offer to exchange any and all outstanding Maxim 2027 Notes, for new 3.450 % Senior Notes due June 15, 2027 to be issued by the Company (the Unregistered 2027 Notes) and cash.

Pursuant to the exchange offer, $ 440.2 million aggregate principal amount of the Maxim 2027 Notes were tendered and subsequently accepted for exchange, and the Company retired and canceled all Maxim 2027 Notes accepted for exchange.

In exchange for the tendered Maxim 2027 Notes, the Company issued approximately $ 440.2 million aggregate principal amount of Unregistered 2027 Notes pursuant to a private exchange offer exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the Securities Act) and $ 0.5 million in cash.

Following settlement of the exchange offer, $ 59.8 million aggregate principal amount of the Maxim 2027 Notes remained outstanding, The Unregistered 2027 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain certain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

The Unregistered 2027 Notes bear interest at a rate of 3.450 % per annum, with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing on December 15, 2022 and will mature on June 15, 2027.

On April 26, 2023, the Company redeemed for cash the $ 59.8 million aggregate principal amount of Maxim 2027 Notes that remained outstanding at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim 2027 Notes and included accrued interest.

On September 19, 2023, the Company completed a registered exchange offer in which the Company exchanged the Unregistered 2027 Notes for a like principal amount of new notes registered under the Securities Act with the same interest rates and maturity dates as the Unregistered 2027 Notes (the 2027 Notes).

As of October 28, 2023, the Company was in compliance with the covenants contained in the indenture and supplemental indenture governing the 2027 Notes.

On April 14, 2023, the Company established a commercial paper program under which the Company may issue short-term, unsecured commercial paper notes (CP Notes) in amounts up to a maximum aggregate face amount of $ 2.5 billion outstanding at any time, with maturities up to 397 days from the date of issuance.

The CP Notes will be sold under customary market terms in the U.S.

commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.

The net proceeds of the CP Notes are used for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.

As of November 2, 2024, the Company had $ 547.7 million of outstanding borrowings under the commercial paper program recorded in the Consolidated Balance Sheets.

The carrying value of the outstanding CP Notes approximated fair value at November 2, 2024.

On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of

5.050 % senior notes due April 1, 2034 (the 2034 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.

The net proceeds of the offering were $ 545.5 million, after discounts and issuance costs.

Prior to January 1, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on January 1, 2034) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2034 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after January 1, 2034, the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2034 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2034 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of 5.300 % senior notes due April 1, 2054 (the 2054 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.

The net proceeds of the offering were $ 542.3 million, after discounts and issuance costs.

Prior to October 1, 2053 (six months prior to the maturity date of the 2054 Notes), the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2054 Notes matured on October 1, 2053) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2054 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after October 1, 2053, the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2054 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2054 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2054 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s debt consisted of the following as of November 2, 2024 and October 28, 2023:

November 2, 2024 October 28, 2023

Principal Unamortized discounts, debt issuance costs and fair value adjustments Principal Unamortized discount and debt issuance costs

2025 Notes, due April 2025 $ — $ — $ 400,000 $ 1,261

2026 Notes, due December 2026 900,000 2,691 900,000 3,983

2027 Notes, due June 2027 440,212 ( 20,150 ) 440,212 ( 28,750 )

2028 Notes, due October 2028 750,000 5,814 750,000 7,314

2031 Notes, due October 2031 (1) 1,000,000 46,450 1,000,000 92,599

2032 Notes, due October 2032 300,000 3,048 300,000 3,438

2034 Notes, due April 2034 550,000 4,211 — —

2036 Notes, due December 2036 144,278 1,459 144,278 1,577

2041 Notes, due October 2041 750,000 11,503 750,000 12,190

2045 Notes, due December 2045 332,587 3,458 332,587 3,623

2051 Notes, due October 2051 1,000,000 16,757 1,000,000 17,385

2054 Notes, due April 2054 550,000 7,523 — —

On June 16, 2025, in an underwritten public offering, the Company issued $ 850.0 million aggregate principal amount of 4.250 % senior notes due June 15, 2028 (the 2028 Notes) and $ 650.0 million aggregate principal amount of 4.500 % senior notes due June 15, 2030 (the 2030 Notes), in each case with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025.

The aggregate net proceeds of the offering were $ 1.5 billion, after discounts and issuance costs.

Prior to May 15, 2028 with respect to the 2028 Notes and May 15, 2030 with respect to the 2030 Notes (the date that is one month prior to the maturity date of each series of notes), the Company may, at its option, redeem the 2028 or 2030 Notes, as applicable, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Notes matured on June 15, 2028 and the 2030 Notes matured on June 15, 2030) on a semi-annual basis at the applicable treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2028 or 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after May 15, 2028 with respect to the 2028 Notes or May 15, 2030 with respect to the 2030 Notes, the Company may, at its option, redeem the 2028 or 2030 Notes, as applicable, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2028 or 2030 Notes, as applicable, being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2028 and 2030 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The Company’s debt consisted of the following as of November 1, 2025 and November 2, 2024:

November 1, 2025 November 2, 2024

Fixed-rate 3.500 % Senior Notes due on December 5, 2026

$ 900,000 $ 900,000

Fixed-rate 3.450 % Senior Notes due on June 15, 2027

440,212 440,212

Fixed-rate 4.250 % Senior Notes due on June 15, 2028

Fixed-rate 1.700 % Sustainability-Linked Senior Notes due on October 1, 2028

750,000 750,000

Fixed-rate 4.500 % Senior Notes due on June 15, 2030

Fixed-rate 2.100 % Senior Notes due on October 1, 2031 (1)

1,000,000 1,000,000

Fixed-rate 4.250 % Senior Notes due on October 1, 2032

300,000 300,000

Fixed-rate 5.050 % Senior Notes due on April 1, 2034

550,000 550,000

Fixed-rate 4.500 % Senior Notes due on December 5, 2036

144,278 144,278

Fixed-rate 2.800 % Senior Notes due on October 1, 2041

750,000 750,000

Fixed-rate 5.300 % Senior Notes due on December 15, 2045

332,587 332,587

Fixed-rate 2.950 % Senior Notes due on October 1, 2051

1,000,000 1,000,000

Fixed-rate 5.300 % Senior Notes due on April 1, 2054

550,000 550,000

Total Long-Term Debt 8,217,077 6,717,077

2024 Notes, due October 2024 — — 500,000 948

2025 Notes, due April 2025 400,000 364 — —

Fixed-rate 2.950 % Senior Notes due on April 1, 2025

Commercial paper notes 446,639 547,738

Total Current Debt 947,738 364 1,047,224 948

Total Short-Term Debt

446,639 947,738

Unamortized discounts, debt issuance costs and fair value adjustments ( 72,011 ) ( 83,128 )

Total Debt $ 8,591,705 $ 7,581,687

2 unchanged sentences

See Note 2i, Derivative Instruments and Hedge Agreements, for more information.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The indentures governing the Company’s senior notes contain covenants that, among other things, limit the Company’s ability to incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property;

enter into certain sale and lease-back transactions with respect to a principal property;

and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party.

As of November 1, 2025, the Company was in compliance with all covenants under its debt agreements.

Subsequent Events

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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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data