ROCHE VINCENT 4

What Happened

• Vincent Roche, Chair & CEO of Analog Devices (ADI), had 55,899 shares reported as acquired (award) and 16,734.419 shares reported as disposed to satisfy tax withholding. The withheld shares were recorded at $310.92 each for a total of $5,203,066. The 55,899-share award was reported at $0 (non‑cash grant) and relates to previously granted performance-based RSUs.

Key Details

• Transaction dates and codes:
  • 2026-03-16: 16,734.419 shares disposed (Code F — shares withheld for tax) at $310.92, total $5,203,066.
  • 2026-03-18: 55,899 shares acquired (Code A — award/grant) at $0.
• Shares owned after the transactions: not disclosed on the Form 4.
• Footnotes:
  • F1: Withheld shares satisfy tax withholding on 10,848 PRSUs and 23,763 RSUs that vested on March 16, 2026.
  • F2: The award shares relate to PRSUs granted April 3, 2023, earned at 192.01% of target; these shares will vest on March 29, 2026, subject to continued employment.
  • F3: Some shares are held in the Vincent Roche 2024 Grantor Retained Annuity Trust (dated Oct 3, 2024).
• Filing was submitted on 2026-03-18 for a 2026-03-16 report date (timely filing).

Context

• The March 16 disposition was a tax-withholding event (routine), not an open-market sale — shares were surrendered to cover tax obligations on vested RSUs/PRSUs.
• The March 18 entry reflects earned performance-based awards (higher-than-target performance at 192.01%); those shares are subject to a vesting condition (March 29, 2026) tied to continued employment.
• These types of award and withholding entries are common for executives and are administrative rather than clear signals of personal market sentiment.