Cotter Martin 4

What Happened

• Martin Cotter, SVP, Vertical Business Units at Analog Devices (ADI), had 3,284.229 shares withheld on March 16, 2026 to satisfy tax withholding related to vested equity (disposed at $310.92 each, proceeds/withheld value $1,021,132). On March 18, 2026 he was reported as acquiring (award) 8,026 shares (reported at $0.00 acquisition price) tied to performance-based RSUs.

Key Details

• Transaction dates and prices:
  • 2026-03-16: 3,284.229 shares withheld (Disposition code F) at $310.92 — $1,021,132 withheld to cover taxes.
  • 2026-03-18: 8,026 shares reported as granted/awarded (Code A) at $0.00.
• Vested/withheld context: 7,497 total units vested on March 16 (1,590 PRSUs + 5,907 RSUs); 3,284.229 of those shares were withheld for tax obligations. (Footnote F1)
• Award context: The 8,026 shares relate to PRSUs granted April 3, 2023 that were earned at 192.01% of target based on relative TSR; those shares are reported as earned but will vest on March 29, 2026 subject to continued employment. (Footnote F2)
• Shares owned after transaction: Not specified in the filing.
• Filing timeliness: Reported March 18, 2026 for a March 16 transaction — appears timely (no late filing indicated).
• Transaction codes: F = tax withholding/disposition; A = award/acquisition.

Context

• The 3,284-share "sale" is a routine tax-withholding disposition on vested RSUs/PRSUs and is different from an open-market sell; it does not necessarily indicate a change in insider sentiment. The 8,026-share item reflects performance-based PRSUs earned above target (192.01%) and will vest later, subject to continued employment.