Analog Devices 10-Q 2026-05-02

Filed 2026-05-20. 8 sections, 121K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-7819

Analog Devices, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts04-2348234
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Analog Way,Wilmington,MA01887
(Address of principal executive offices)(Zip Code)

(781) 935-5565

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.16 2/3 par value per shareADINasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 2, 2026 there were 487,087,040 shares of common stock of the registrant, $0.16 2/3 par value per share, outstanding.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share amounts)

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025May 2, 2026May 3, 2025
Revenue$3,623,465$2,640,068$6,783,728$5,063,242
Cost of sales1,183,6671,028,4582,298,9552,021,329
Gross margin2,439,7981,611,6104,484,7733,041,913
Operating expenses:
Research and development509,323441,837976,723844,729
Selling, marketing, general and administrative362,810302,669708,063587,465
Amortization of intangibles187,985187,415375,300374,830
Special charges, net—1,74547,98265,632
Total operating expenses1,060,118933,6662,108,0681,872,656
Operating income:1,379,680677,9442,376,7051,169,257
Nonoperating expense (income):
Interest expense87,61974,703173,963149,967
Interest income(28,565)(21,725)(60,822)(45,212)
Other, net(4,202)(962)(7,135)2,998
Total nonoperating expense (income)54,85252,016106,006107,753
Income before income taxes1,324,828625,9282,270,6991,061,504
Provision for income taxes148,47856,158263,523100,418
Net income$1,176,350$569,770$2,007,176$961,086
Shares used to compute earnings per common share – basic487,605496,173488,239496,145
Shares used to compute earnings per common share – diluted490,458498,201491,057498,434
Basic earnings per common share$2.41$1.15$4.11$1.94
Diluted earnings per common share$2.40$1.14$4.09$1.93

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025May 2, 2026May 3, 2025
Net income$1,176,350$569,770$2,007,176$961,086
Foreign currency translation adjustments1,036(753)1,324(912)
Change in fair value of derivative instruments designated as cash flow hedges, net(5,033)17,57362017,496
Changes in pension plans, net1955173951,040
Other comprehensive (loss) income(3,802)17,3372,33917,624
Comprehensive income$1,172,548$587,107$2,009,515$978,710

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

May 2, 2026November 1, 2025
ASSETS
Current Assets
Cash and cash equivalents$2,436,916$2,499,406
Short-term investments1,002,3921,152,915
Accounts receivable2,051,7331,436,075
Inventories1,848,4051,656,323
Prepaid expenses and other current assets470,327363,342
Total current assets7,809,7737,108,061
Non-current Assets
Net property, plant and equipment3,292,2883,315,696
Goodwill26,973,18026,945,180
Intangible assets, net7,255,3628,013,815
Deferred tax assets1,729,5581,867,102
Other assets888,934742,858
Total non-current assets40,139,32240,884,651
TOTAL ASSETS$47,949,095$47,992,712
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$598,640$543,760
Income taxes payable325,626610,370
Debt, current899,227—
Commercial paper notes550,198446,639
Accrued liabilities2,083,2161,645,032
Total current liabilities4,456,9073,245,801
Non-current Liabilities
Long-term debt7,235,4248,145,066

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended November 1, 2025 (fiscal 2025).

This Quarterly Report on Form 10-Q, including the following discussion, contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “potential,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements, however, the absence of the foregoing words or expressions does not mean that a statement is not forward-looking. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.

The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic, political, legal and regulatory uncertainty or conflicts; recently announced and future tariffs and other trade restrictions; changes in export classifications, import and export regulations or duties and tariffs; changes in demand for semiconductor products; performance of independent distributors; manufacturing delays, product and raw materials availability and supply chain disruptions; products may be diverted from our authorized distribution channels; our development of technologies and research and development investments; our ability to compete successfully in the markets in which we operate; our future liquidity, capital needs and capital expenditures; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; unanticipated difficulties or expenditures relating to integrating acquired businesses; security breaches or other cyber incidents; risks related to the use of artificial intelligence in our business operations, products and services; adverse results in litigation; the outcome of any regulatory actions, including governmental inquiries, investigations or enforcement proceedings in the event of noncompliance or alleged noncompliance with laws or regulations; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. Additional factors that could cause actual results to differ materially from those described in these forward-looking statements include the risk factors included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for fiscal 2025. Forward-looking statements represent management’s current expectations and are inherently uncertain. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this report, except to the extent required by law.

Results of Operations

Overview

Amounts in the tables below are reflected in thousands except per share amounts and percentages.

Three Months Ended
May 2, 2026May 3, 2025$ Change% Change
Revenue$3,623,465$2,640,068$983,39737%
Gross margin %67.3%61.0%
Net income$1,176,350$569,770$606,580106%
Net income as a % of revenue32.5%21.6%
Diluted EPS$2.40$1.14$1.26111%
Six Months Ended
May 2, 2026May 3, 2025$ Change% Change
Revenue$6,783,728$5,063,242$1,720,48634%
Gross margin %66.1%60.1%
Net income$2,007,176$961,086$1,046,090109%
Net income as a % of revenue29.6%19.0%
Diluted EPS$4.09$1.93$2.16112%

Revenue Trends by End Market

The following tables summarize revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which our product will be incorporated. The assignment of products to end markets may change over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.

Three Months Ended
May 2, 2026May 3, 2025
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$1,799,41350%56%$1,150,31544%
Automotive871,56524%2%856,09032%
Communications554,72815%79%310,60412%
Consumer397,75911%23%323,05912%
Total revenue$3,623,465100%37%$2,640,068100%
Six Months Ended
May 2, 2026May 3, 2025
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$3,296,44949%48%$2,220,56944%
Automotive1,681,70925%5%1,596,34932%
Communications1,009,91115%65%610,90512%
Consumer795,65912%25%635,41913%
Total revenue$6,783,728100%34%$5,063,242100%
* The sum of the individual percentages may not equal the total due to rounding.

Revenue increased 37% and 34% in the three- and six-month periods ended May 2, 2026 as compared to the same periods of the prior fiscal year as a result of a broad-based increase in demand for our products, notably within all Industrial

sub-markets with the highest growth coming from our test equipment and aerospace and defense sub-markets. Revenue also increased in the data center portion of the Communications end market related to artificial intelligence-driven infrastructure investments.

Revenue by Sales Channel

The following tables summarize revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. 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. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.

Three Months Ended
May 2, 2026May 3, 2025
Revenue% of Revenue*Revenue% of Revenue*
Channel
Distributors$2,071,31257%$1,480,08856%
Direct customers1,520,09042%1,125,77543%
Other32,0631%34,2051%
Total revenue$3,623,465100%$2,640,068100%
Six Months Ended
May 2, 2026May 3, 2025
Revenue% of Revenue*Revenue% of Revenue*
Channel
Distributors$3,813,60656%$2,855,55256%
Direct customers2,897,22043%2,145,64742%
Other72,9021%62,0431%
Total revenue$6,783,728100%$5,063,242100%
* The sum of the individual percentages may not equal the total due to rounding.

As indicated in the tables above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end market revenue trends.

Gross Margin

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ Change% ChangeMay 2, 2026May 3, 2025$ Change% Change
Gross margin$2,439,798$1,611,610$828,18851%$4,484,773$3,041,913$1,442,86047%
Gross margin %67.3%61.0%66.1%60.1%

Gross margin percentage increased by 630 and 600 basis points in the three- and six-month periods ended May 2, 2026 as compared to the same periods of the prior fiscal year, primarily due to higher utilization of our manufacturing fixed costs as a result of increased customer demand and favorable mix of products sold into our end markets.

Research and Development (R&D)

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ Change% ChangeMay 2, 2026May 3, 2025$ Change% Change
R&D expenses$509,323$441,837$67,48615%$976,723$844,729$131,99416%
R&D expenses as a % of revenue14%17%14%17%

R&D expenses increased in the three- and six-month periods ended May 2, 2026, as compared to the same periods of the prior fiscal year, primarily as a result of higher R&D employee-related variable compensation expenses. R&D expenses declined as a percentage of revenue, primarily reflecting higher revenue levels and improved operating leverage. We expect to continue the development of innovative technologies and processes for new products, which we view as critical to our future growth. We believe that a continued commitment to R&D is essential to maintain product leadership with our existing products as well as to provide innovative new product offerings.

Selling, Marketing, General and Administrative (SMG&A)

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ Change% ChangeMay 2, 2026May 3, 2025$ Change% Change
SMG&A expenses$362,810$302,669$60,14120%$708,063$587,465$120,59821%
SMG&A expenses as a % of revenue10%11%10%12%

SMG&A expenses increased in the three- and six-month periods ended May 2, 2026, as compared to the same periods of the prior fiscal year, primarily as a result of higher SMG&A employee-related variable compensation expenses and higher salary and benefit expenses. SMG&A expenses declined as a percentage of revenue, primarily reflecting higher revenue levels and improved operating leverage.

Special Charges, Net

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ Change% ChangeMay 2, 2026May 3, 2025$ Change% Change
Special charges, net$—$1,745$(1,745)(100)%$47,982$65,632$(17,650)(27)%

Special charges, net decreased in the three- and six-month periods ended May 2, 2026, as compared to the same periods of the prior fiscal year, primarily due to decreased charges related to our Global Repositioning Actions. The decrease in the six-month period was partially offset by a $15.6 million impairment charge recorded in the first quarter of fiscal 2026 related to the asset group in our leased facilities in San Jose, California.

Provision for Income Taxes

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ ChangeMay 2, 2026May 3, 2025$ Change
Provision for income taxes$148,478$56,158$92,320$263,523$100,418$163,105
Effective income tax rate11.2%9.0%11.6%9.5%

The primary driver for our increased tax rate in the three- and six-month periods ended May 2, 2026, as compared to the same periods of the prior fiscal year, is the increase in taxes paid on our international profits. This results in higher non-deductible foreign tax expense under the global intangible low-taxed income (GILTI) regime, which has the effect of increasing our effective tax rate.

Net Income

Three Months EndedSix Months Ended
May 2, 2026May 3, 2025$ Change% ChangeMay 2, 2026May 3, 2025$ Change% Change
Net income$1,176,350$569,770$606,580106%$2,007,176$961,086$1,046,090109%
Net income as a % of revenue32.5%21.6%29.6%19.0%
Diluted EPS$2.40$1.14$4.09$1.93

Net income increased in the three-month period ended May 2, 2026, as compared to the same period of the prior fiscal year, as the result of a $701.7 million increase in operating income, partially offset by a $92.3 million increase in provision for income taxes.

Net income increased in the six-month period ended May 2, 2026, as compared to the same period of the prior fiscal year, as the result of a $1,207.4 million increase in operating income, partially offset by a $163.1 million increase in provision for income taxes.

Liquidity and Capital Resources

At May 2, 2026, our principal source of liquidity was $3.4 billion of cash, cash equivalents and short-term investments, of which approximately $2.2 billion was held in the United States, and the balance of which was held outside the United States in various foreign subsidiaries. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. We do not expect current regulatory restrictions or taxes on repatriation to have a material adverse effect on our overall liquidity, financial condition or results of operations. Our cash, cash equivalents and short-term investments consist of highly liquid investments, including money market funds and corporate and bank obligations. We maintain these balances with counterparties with high credit ratings, and continually monitor the amount of credit exposure to any one issuer and diversify our investments in order to minimize our credit risk.

We believe that our existing sources of liquidity and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing, will be sufficient to fund operations, capital expenditures, acquisitions, research and development efforts and dividend payments in the immediate future and for at least the next twelve months.

Six Months Ended
May 2, 2026May 3, 2025
Net cash provided by operating activities$2,240,556$1,946,287
Net cash provided by operations as a % of revenue33%38%
Net cash (used for) provided by investing activities$(158,955)$133,892
Net cash used for financing activities$(2,144,091)$(1,695,286)

The following changes contributed to the net change in cash and cash equivalents in the six-month period ended May 2, 2026 as compared to the same period in fiscal 2025.

Operating Activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. The increase in cash provided by operating activities during the six-month period ended May 2, 2026, as compared to the same period of the prior fiscal year, was mainly the result of higher net income adjusted for non-cash items.

Investing Activities

Investing cash flows generally consist of purchases and sales of property, plant and equipment, purchases, sales and maturities of available-for-sale investments; and acquisitions of other businesses. The change in investing cash flows during the six-month period ended May 2, 2026, as compared to the same period of the prior fiscal year, was primarily the result of a decrease in maturities of our available-for-sale investments. The change in investing cash flows also included the sale of property, plant and equipment during fiscal 2025.

Financing Activities

Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, issuances and repayments of debt and proceeds from the sale of shares of common stock pursuant to employee equity incentive plans. The change in cash used for financing activities during the six-month period ended May 2, 2026, as compared to the same

period of the prior fiscal year, was primarily the result of higher common stock repurchases partially offset by debt repayments during fiscal 2025.

Working Capital

May 2, 2026November 1, 2025$ Change% Change
Accounts receivable$2,051,733$1,436,075$615,65843%
Days sales outstanding*4344
Inventory$1,848,405$1,656,323$192,08212%
Days cost of sales in inventory*139130

*We use the average of the current quarter and prior quarter ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.

The increase in accounts receivable in dollars was primarily the result of increased sales levels and variations in the timing of collections and billings.

Inventory increased primarily as a result of building inventory levels to support increased demand.

Current liabilities increased to $4.5 billion at May 2, 2026 as compared to $3.2 billion at the end of fiscal 2025 primarily due to the reclassification of $0.9 billion of debt due in December 2026 to current liabilities as well as an increase in accrued liabilities, partially offset by a decrease in income taxes payable.

Debt

As of May 2, 2026, our debt obligations consisted of the following:

Principal Amount Outstanding
Commercial paper notes$550,198
2026 Notes, due December 2026900,000
2027 Notes, due June 2027440,212
2028 Notes, due June 2028850,000
2028 Notes, due October 2028750,000
2030 Notes, due June 2030650,000
2031 Notes, due October 20311,000,000
2032 Notes, due October 2032300,000
2034 Notes, due April 2034550,000
2036 Notes, due December 2036144,278
2041 Notes, due October 2041750,000
2045 Notes, due December 2045332,587
2051 Notes, due October 20511,000,000
2054 Notes, due April 2054550,000
Total debt$8,767,275

The indentures governing our outstanding notes contain covenants that may limit our ability to: incur, create, assume or guarantee any debt for borrowed money 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 our assets to, any other party. As of May 2, 2026, we were in compliance with these covenants.

Under our commercial paper program, we may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $3.0 billion outstanding at any time, with maturities of up to 397 days from the date of issuance. As of May 2, 2026, we had $0.6 billion of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. We intend to use the net proceeds of the commercial paper program for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.

Revolving Credit Facility

Our Fourth Amended and Restated Revolving Credit Agreement, dated as of April 11, 2025, with Bank of America N.A. as administrative agent and the other banks identified therein as lenders (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).

We may borrow under the Revolving Credit Agreement in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes. The terms of the Revolving Credit Agreement impose restrictions on our ability to undertake certain transactions, to create certain liens on assets and to incur certain subsidiary indebtedness. In addition, the Revolving Credit Agreement contains an interest coverage covenant which requires the ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) to consolidated interest charges to be greater than 3.0 to 1.0. As of May 2, 2026, we were in compliance with these covenants.

Stock Repurchase Program

As of May 2, 2026, our Board of Directors had authorized us to repurchase an aggregate of $26.7 billion of our common stock under our common stock repurchase program and $8.5 billion remained available for repurchases under the current authorized program. Repurchased shares are held as authorized but unissued shares of common stock. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when the full dollar amount of the authorization has been used to repurchase shares under the program. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.

Capital Expenditures

Net additions to property, plant and equipment were $247.0 million in the first six months of fiscal 2026. We expect capital expenditures for fiscal 2026 to be between approximately 4% and 6% of fiscal 2026 revenue. These capital expenditures will be funded with a combination of cash on hand and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing.

Dividends

On May 19, 2026, our Board of Directors declared a cash dividend of $1.10 per outstanding share of common stock. The dividend will be paid on June 16, 2026 to all shareholders of record at the close of business on June 2, 2026 and is expected to total approximately $535.8 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors. The payment of future dividends, if any, will be based on several factors, including our financial performance, outlook and liquidity.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards will not have a material impact on our future financial condition, results of operations, and disclosures. See Note 11, New Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our historical financial condition, results of operations, and disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks related to our financial instruments, including those identified in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the fiscal year ended November 1, 2025, which was filed with the Securities and Exchange Commission on November 25, 2025. There were no material changes in the six-month period ended May 2, 2026 to the information identified in the Annual Report on Form 10-K for the fiscal year ended November 1, 2025.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of May 2, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of May 2, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended May 2, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors

We are subject to a number of risks that could adversely affect our business, results of operations, financial condition and future prospects, including those identified in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended November 1, 2025, which was filed with the Securities and Exchange Commission on November 25, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

PeriodTotal Number of Shares Purchased (a)Average Price Paid Per Share (b)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
February 1, 2026 through February 28, 2026409,019$335.78402,020$9,013,190,935
March 1, 2026 through March 28, 20261,145,447$316.71836,539$8,746,470,019
March 29, 2026 through May 2, 2026765,022$353.14699,581$8,496,437,073
Total2,319,488$332.091,938,140$8,496,437,073

(a)Includes an aggregate of 381,348 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.

(b)The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.

(c)Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.

Item 5. Other Information

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors or officers during the second quarter of fiscal 2026 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).

Name and TitleActionDate of Adoption/ TerminationDuration of Rule 10b5-1 Trading ArrangementAggregate Number of Securities to Be Purchased or Sold
Ray Stata, DirectorAdoptionMarch 6, 2026Until May 6, 2027, or such earlier date upon which all transactions are completed or expire without executionSale of up to 34,000 shares
Karen Golz, DirectorAdoptionMarch 12, 2026Until March 3, 2027, or such earlier date upon which all transactions are completed or expire without executionSale of up to 3,000 shares

None of our officers or directors adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the second quarter of fiscal 2026.

Item 6. Exhibits

Exhibit No.Description
10.1Amended and Restated Analog Devices, Inc. 2020 Equity Incentive Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on March 12, 2026.
31.1†Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2†Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1*Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32.2*Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
101.INS†XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH†Inline XBRL Schema Document.
101.CAL†Inline XBRL Calculation Linkbase Document.
101.LAB†Inline XBRL Labels Linkbase Document.
101.PRE†Inline XBRL Presentation Linkbase Document.
101.DEF†Inline XBRL Definition Linkbase Document.
104†Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
†Filed herewith.
*Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ANALOG DEVICES, INC.
Date: May 20, 2026By:/s/ Vincent Roche
Vincent Roche
Chief Executive Officer and Chair of the Board of Directors
(Principal Executive Officer)
Date: May 20, 2026By:/s/ Richard C. Puccio, Jr.
Richard C. Puccio, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)