Sec Form 4 Filing - Bryant Gregory M @ ANALOG DEVICES INC - 2024-07-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bryant Gregory M 2. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Pres. Global Bus. Units (Last) (First) (Middle) ONE ANALOG WAY 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2024 (Street) WILMINGTON, MA01887 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Comm Stock - $.16-2/3 value 07/23/2024 M 120,069 ( 1 ) A $ 0 189,342.249 ( 2 ) D Comm Stock - $.16-2/3 value 07/23/2024 F( 3 ) 50,248.877 D $ 230.32 139,093.372 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance-Based Restricted Stock Unit $ 0 ( 4 ) 07/23/2024 M 120,069 ( 5 ) ( 5 ) Comm Stock - $.16-2/3 value 120,069 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bryant Gregory M ONE ANALOG WAY WILMINGTON, MA01887 EVP & Pres. Global Bus. Units Signatures /s/ Shelly Shaw, General Counsel, by Power of Attorney 07/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of the Company issued to the Reporting Person on July 23, 2024 as a result of the achievement of the pre-established performance parameters set forth in clause (ii) of footnote 5 below. ( 2 )Includes 31.817 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on June 7, 2024. ( 3 )This disposition represents shares withheld to satisfy tax withholding obligations on the Performance-based Restricted Stock Units (Performance-Based RSUs) that vested on July 23, 2024 and are reported herein. ( 4 )Each Performance-Based RSU represents the right to receive, following vesting, one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters. ( 5 )The Performance-Based RSU (i) vested with respect to 75% of the target Performance-Based RSUs on May 30, 2024 as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period exceeding $200 as previously reported by the Reporting Person and (ii) vested with respect to another 75% of the target Performance-Based RSUs on July 23, 2024 as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period exceeding $220, for a maximum of 150% of the target Performance-Based RSUs.

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