Analog Devices ADI · USD

Industry, Segment and Geographic InformationThe Company operates and tracks its results at the consolidated company level in one operating segment and one reportable segment. The Company designs, develops, manufactures and markets a broad range of ICs. The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s ICs are manufactured under similar processes with raw materials in either the Company’s own production facilities or by third-party wafer fabricators using proprietary processes. The ICs marketed by the Company are sold globally through a direct sales force, third-party distributors, independent sales representatives and via the Company’s website to the same types of customers spanning a wide range of applications. Accordingly, the Company operates under a single operating segment.The Company’s Chair and Chief Executive Officer has been identified as its Chief Operating Decision Maker (CODM). The Company’s organizational structure is based along functional lines with each functional manager reporting to the CODM or to a direct report of the CODM. The CODM regularly reviews income and expense items at the consolidated company level. He primarily uses consolidated net income as reported on the Consolidated Statements of Operations to evaluate performance and allocate resources. This measure is utilized during the Company’s budgeting and forecasting process to assess profitability and inform strategic initiatives, capital allocation and other operating decisions. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

Commitments and ContingenciesFrom time to time, in the ordinary course of the Company’s business, the Company is involved in various claims, charges and litigation arising from, or related to, among other things, contractual matters, acquisitions, patents, trademarks, personal injury, environmental matters, product liability, insurance coverage, employment or employment benefits. As to such claims and litigation, the Company can give no assurance that it will prevail.

DebtOn June 16, 2025, in an underwritten public offering, the Company issued $850.0 million aggregate principal amount of 4.250% senior notes due June 15, 2028 (the 2028 Notes) and $650.0 million aggregate principal amount of 4.500% senior notes due June 15, 2030 (the 2030 Notes), in each case with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. The aggregate net proceeds of the offering were $1.5 billion, after discounts and issuance costs. Prior to May 15, 2028 with respect to the 2028 Notes and May 15, 2030 with respect to the 2030 Notes (the date that is one month prior to the maturity date of each series of notes), the Company may, at its option, redeem the 2028 or 2030 Notes, as applicable, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Notes matured on June 15, 2028 and the 2030 Notes matured on June 15, 2030) on a semi-annual basis at the applicable treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2028 or 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after May 15, 2028 with respect to the 2028 Notes or May 15, 2030 with respect to the 2030 Notes, the Company may, at its option, redeem the 2028 or 2030 Notes, as applicable, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2028 or 2030 Notes, as applicable, being redeemed plus accrued and unpaid interest thereon to the redemption date. The 2028 and 2030 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.The Company’s debt consisted of the following as of November 1, 2025 and November 2, 2024:November 1, 2025November 2, 2024Fixed-rate 3.500% Senior Notes due on December 5, 2026$900,000 $900,000 Fixed-rate 3.450% Senior Notes due on June 15, 2027440,212 440,212 Fixed-rate 4.250% Senior Notes due on June 15, 2028850,000 — Fixed-rate 1.700% Sustainability-Linked Senior Notes due on October 1, 2028750,000 750,000 Fixed-rate 4.500% Senior Notes due on June 15, 2030650,000 — Fixed-rate 2.

Income TaxesThe Company’s effective tax rate reflects the applicable tax rate in effect in the various tax jurisdictions around the world where the Company’s income is earned. The reconciliation of income tax computed at the U.S. federal statutory rates to income tax expense for fiscal 2025, fiscal 2024 and fiscal 2023 is as follows:202520242023U.S. federal statutory tax rate21.0 %21.0 %21.0 %Income tax provision reconciliation: Tax at statutory rate$569,544 $373,241 $757,681 Net foreign income subject to lower tax rate(391,616)(219,294)(358,944)State income taxes, net of federal benefit79,000 (10,646)4,453 Valuation allowance(79,204)10,615 (6,641)Federal research and development tax credits(36,014)(53,420)(65,391)Change in uncertain tax positions14,179 (19,514)17,985 Amortization of purchased intangibles106,611 114,679 142,358 Taxes attributable to the Tax Cuts and Jobs Act of 2017(4,101)(3,977)(81,695)Taxes attributable to the One Big Beautiful Bill Act153,763 — — U.S. effects of international operations51,314 (6,300)(98,286)Windfalls (under ASU 2016-09)(18,304)(22,985)(24,211)Other, net(402)(20,332)6,115 Total income tax provision$444,770 $142,067 $293,424 Income before income taxes for fiscal 2025, fiscal 2024 and fiscal 2023 includes the following components:Income before income taxes (1)202520242023Domestic$520,188 $517,555 $846,592 Foreign2,191,924 1,259,785 2,761,411 Income before income taxes$2,712,112 $1,777,340 $3,608,003 _______________________________________(1)Income before income taxes reflects deemed intercompany royalties in all periods presented.The components of the provision for income taxes for fiscal 2025, fiscal 2024 and fiscal 2023 are as follows:202520242023Current: Federal tax$492,570 $348,144 $303,146 State14,175 14,399 11,772 Foreign184,670 147,087 431,452 Total current$691,415 $509,630 $746,370 Deferred: Federal$(455,194)$(492,578)$(508,741)State(7,018)3,579 2,063 Foreign215,567 121,436 53,732 Total deferred$(246,645)$(367,563)$(452,946)Provision for income taxes$444,770 $142,067 $293,424 The Company accounts for global intangible low-taxed income (GILTI) under the deferred method. In fiscal 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which revised the applicable GILTI tax rate for the Company’s fiscal years beginning in 2027. As a result, in fiscal 2025, the Company recorded a net deferred tax expense of $153.8 million related to the remeasurement of its GILTI-related deferred tax assets and liabilities.

Stock-Based Compensation and Shareholders’ EquityEquity Compensation PlansThe Company grants, or has granted, stock options and other stock and stock-based awards under the Company’s 2020 Equity Incentive Plan (2020 Plan), which was approved by shareholders in March 2020. The 2020 Plan provides for the issuance of up to 21.2 million shares of the Company’s common stock, which includes shares that remained available or became available under the Company’s previous equity compensation plans, including the Amended and Restated 2006 Stock Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan. The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Employees, officers, directors, consultants and advisors of the Company and its subsidiaries are eligible to be granted awards under the 2020 Plan. No award may be made under the 2020 Plan after March 11, 2030, but awards previously granted may extend beyond that date. The Company does not intend to grant further equity awards under any previous legacy equity compensation plans. As of November 1, 2025, a total of 11.6 million shares of the Company’s common stock were available for future issuance under the 2020 Plan. Modification of AwardsThe Company has, from time to time, modified the terms of its equity awards to employees and directors. The modifications made to the Company’s equity awards in fiscal 2025, fiscal 2024 and fiscal 2023 did not result in significant incremental compensation costs, either individually or in the aggregate. Employee Stock Purchase PlanThe Company offers an ESPP to eligible employees, providing the opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. Offering periods begin in June and December each year. U.S. employees are allowed to purchase the Company’s common stock at the lesser of 85% of the fair market value of the common stock at either the beginning or end of the offering period. Eligible employees outside of the U.S. are allowed to purchase the Company’s common stock at the lesser of 80% of the fair market value of the common stock at either the beginning or end of the offering period. As of November 1, 2025, a total of 3.

LeasesThe Company enters into operating leases which primarily relate to certain facilities and, to a lesser extent, finance leases. The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of an arrangement. Lease assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the obligation to make lease payments over the lease term. At lease commencement, leases are evaluated for classification, and assets and liabilities are recognized based on the present value of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. The Company has agreements with lease and non-lease components, which are accounted for as a single lease component. Non-lease components may include real estate taxes, insurance, maintenance, parking and other operating costs. If these costs are variable costs they are not included in the measurement of the right-of-use assets and lease liabilities, but are expensed when the event determining the amount of variable consideration to be paid occurs. The Company’s leases have remaining lease terms of less than one year to approximately twenty years, some of which may include options to extend the initial term of the lease. These options are included in determining the initial lease term at lease commencement only if the Company is reasonably certain to exercise the option. Lease costs are recognized on a straight-line basis as lease expense over the lease term. For leases with terms of twelve months or less the Company recognizes the related lease payments as expense either on a straight-line basis over the lease term or as incurred depending on whether the lease payments are fixed or variable. The Company subleases certain properties that are not used in its core business operations. Sublease income was $15.0 million and $12.

As part of our enterprise security program, we perform risk assessments relating to cybersecurity and technology risks. Our enterprise security program has been developed based on industry standards, including those published by the International Organization for Standardization (ISO) and the National Institute of Standards and Technology. The program includes a comprehensive set of enterprise security policies and procedures that guide our protection strategy. Our policies, procedures and practices include, but are not limited to:•identifying critical assets and high-risk threats and analyzing identified risks to determine the potential impact on the organization and the likelihood of occurrence; •cybersecurity detection, controls and remediation practices, including vulnerability assessments, penetration testing and tabletop exercises; •an incident response and recovery plan that includes escalation protocols, procedures for containment of incidents and investigation and remediation procedures;•installation of and regular updates to antivirus software on all company managed systems and workstations to detect and prevent malicious code from impacting our systems; •conducting regular workforce trainings for employees to identify cybersecurity concerns and educate employees on potential risks and best practices;•evaluating the effectiveness of our program by performing internal assessments; •periodic external audits by an independent third party to test for the adequacy of, and compliance with, controls and standards; and•regular collaboration with leading global security providers, intelligence and law enforcement communities and industry peers to exchange information on trends and best practices in order to address new and evolving cybersecurity risks.We have in place a third-party risk management program to evaluate the cyber postures of our critical partners who handle the Company’s sensitive data in order to identify, monitor and address material cybersecurity risks that may arise from such third-party relationships. While we have experienced cybersecurity incidents in the past, in the last three years we have not experienced any cybersecurity incidents that have materially affected or are currently viewed as reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Retirement PlansThe Company and its subsidiaries have various savings and retirement plans covering substantially all employees. Defined Contribution PlansThe Company maintains a defined contribution plan for the benefit of its eligible U.S. employees. This plan provides for Company contributions of up to 5% of each participant’s total eligible compensation. In addition, the Company contributes an amount equal to each participant’s pre-tax contribution, if any, up to a maximum of 3% of each participant’s total eligible compensation. The total expense related to the defined contribution plans for all eligible U.S. employees was $74.9 million in fiscal 2025, $74.3 million in fiscal 2024 and $76.0 million in fiscal 2023. Non-Qualified Deferred Compensation PlanThe Deferred Compensation Plan (DCP) allows certain members of management and other highly-compensated employees and non-employee directors to defer receipt of all or any portion of their compensation. The DCP was established to provide participants with the opportunity to defer receiving all or a portion of their compensation, which includes salary, bonus, commissions and director fees. Under the DCP, the Company provides all participants (other than non-employee directors) with Company contributions equal to 8% of eligible deferred contributions. The DCP is a non-qualified plan that is maintained in a rabbi trust. The fair value of the investments held in the rabbi trust are included within other investments, with the current portion of the investment included in prepaid expenses and other current assets in the Consolidated Balance Sheets. See Note 2j, Fair Value, of the Notes to Consolidated Financial Statements for further information on these investments. The deferred compensation obligation represents DCP participant accumulated deferrals and earnings thereon since the inception of the DCP net of withdrawals. The deferred compensation obligation is included within other non-current liabilities, with the current portion of the obligation in accrued liabilities in the Consolidated Balance Sheets. The Company’s liability under the DCP is an unsecured general obligation of the Company.Defined Benefit Pension and Post Retirement Benefit PlansThe Company also has various defined benefit pension and other retirement plans for certain non-U.S. employees that are consistent with local statutory requirements and practices. The total expense related to these plans was $71.2 million in fiscal 2025, $66.