Form 4: Analog Devices CEO Vincent Roche Acquires Performance Shares

Analog Devices CEO Vincent Roche reported the acquisition of 10,848 shares of common stock, earned from performance-based restricted stock units, vesting in March 2026.

Summary

• Vincent Roche, Chair & CEO of Analog Devices Inc. (ADI), acquired 10,848 shares of common stock on December 9, 2025.
• These shares were earned from Performance-Based Restricted Stock Units (PBRSUs) granted on April 3, 2023.
• The earning was based on the achievement of pre-established financial performance parameters over one-year, two-year cumulative, and three-year cumulative periods, at 25.3% of the target.
• The acquired shares will vest on March 15, 2026, contingent on Mr. Roche's continued employment with the company.
• Following this transaction, Mr. Roche directly owns 155,688.462 shares and indirectly owns 23,515 shares through the Vincent Roche 2024 Grantor Retained Annuity Trust.

Sentiment

Score: 7

Explanation: The acquisition of shares by the CEO, earned through performance-based compensation, indicates the company met certain financial targets and aligns management's interests with shareholders, which is generally positive.

Positives

• Increase in direct beneficial ownership by the Chair & CEO, Vincent Roche, by 10,848 shares, aligning management interests with shareholders.
• The shares were earned based on the achievement of pre-established financial performance parameters, indicating the company met certain targets.

Future Outlook

The acquired shares are scheduled to vest on March 15, 2026, contingent upon the reporting person's continued employment with the company.

Industry Context

This Form 4 details an executive's compensation and share acquisition, which is a routine disclosure for publicly traded companies and does not directly relate to broader industry trends or competitors. It reflects standard executive incentive structures within the semiconductor industry.

Comparison to Industry Standards

• Performance-based restricted stock units (PBRSUs) are a common form of executive compensation in the technology and semiconductor industry, aligning executive incentives with company performance and shareholder value creation.
• The vesting schedule, contingent on continued employment, is also a standard practice to encourage executive retention among industry peers.

Related Party Transactions

• 23,515 shares are indirectly held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's interests with shareholder value through direct share ownership.
• Employees: The vesting condition encourages executive retention, potentially providing stability in leadership.

Next Steps

• Vesting of the acquired 10,848 shares on March 15, 2026, subject to continued employment.

Key Dates

Keywords

Analog Devices, ADI, Vincent Roche, Insider Transaction, Stock Acquisition, Performance-Based Restricted Stock Units, PBRSU, Executive Compensation, Form 4