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 ~~August~~January 231, ~~2025~~2026


☐			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)

Massachusetts

04-2348234

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Analog Way,

Wilmington,

01887

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.16 2/3 par value per share	ADI	Nasdaq 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 January 31, 2026 there were 488,204,157 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 Ended

~~Nine Months Ended~~

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

January 31, 2026

February 1, 2025

Revenue

23,~~880~~160,~~348~~263

2,~~312~~423,~~209~~174

~~7,943,590~~

~~6,983,952~~

Cost of sales

1,~~090~~115,~~600~~287

1992,~~000,970~~871

~~3,111,929~~

~~3,018,737~~

Gross margin

12,~~789~~044,~~748~~976

1,~~311~~430,~~239~~303

~~4,831,661~~

~~3,965,215~~

Operating expenses:

Research and development

~~454~~467,~~251~~400

~~362~~402,~~671~~892

~~1,298,980~~

~~1,108,960~~

Selling, marketing, general and administrative

~~325~~345,~~706~~253

~~257~~284,~~213~~796

~~913,171~~

~~791,420~~

Amortization of intangibles

187,~~415~~315

187,~~754~~415

~~562,245~~

~~567,030~~

Special charges, net

447,~~348~~982

1263,~~282~~887

~~69,980~~

~~34,399~~

Total operating expenses

~~971~~1,~~720~~047,950

~~819~~938,~~920~~990

~~2,844,376~~

~~2,501,809~~

Operating income:

~~818~~997,~~028~~026

491,~~319~~313

~~1,987,285~~

~~1,463,406~~

Nonoperating expense (income):

Interest expense

7986,~~592~~345

8575,~~179~~264

~~229,559~~

~~239,423~~

Interest income

(2732,~~083~~257)

(2623,~~432~~487)

~~(72,295)~~

~~(50,870)~~

Other, net

(2,~~110~~933)

93,~~581~~960

~~5,108~~

~~13,841~~

Total nonoperating expense (income)

5451,~~619~~155

6855,~~328~~737

~~162,372~~

~~202,394~~

Income before income taxes

~~763~~945,~~409~~871

~~422~~435,~~991~~576

~~1,824,913~~

~~1,261,012~~

Provision for income taxes

~~244~~115,~~891~~045

3044,~~759~~260

~~345,309~~

~~103,811~~

Net income

~~518~~830,~~518~~826

~~392~~391,~~232~~316

~~1,479,604~~

~~1,157,201~~

Shares used to compute earnings per common share – basic

~~494~~488,~~390~~874

496,~~338~~116

~~495,560~~

~~496,077~~

Shares used to compute earnings per common share – diluted

~~496~~491,~~726~~656

498,~~794~~668

~~497,865~~

~~498,689~~

Basic earnings per common share

1.0570

0.79

~~2.99~~

~~2.33~~

Diluted earnings per common share

1.0469

0.7978

~~2.97~~

~~2.32~~

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three Months Ended

~~Nine Months Ended~~

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

January 31, 2026

February 1, 2025

Net income

~~518~~830,~~518~~826

~~392~~391,~~232~~316

~~1,479,604~~

~~1,157,201~~

Foreign currency translation adjustments

~~364~~288

~~198~~(159)

~~(548)~~

~~847~~

Change in fair value of derivative instruments designated as cash flow hedges, net

(65,~~359)~~653

~~7,426~~(77)

~~11,137~~

~~16,752~~

Changes in pension plans, net

~~542~~200

~~(141)~~523

~~1,582~~

~~985~~

Other comprehensive (loss) income

(5,453)

7,483

12,171

18,584

Other comprehensive income

6,141

287

Comprehensive income

~~513~~836,~~065~~967

~~399~~391,~~715~~603

~~1,491,775~~

~~1,175,785~~

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

	August 2, 2025		November 2, 2024
	January 31, 2026		November 1, 2025
ASSETS
Current Assets
Cash and cash equivalents	$	2,~~321~~905,~~191~~860	$	12,~~991~~499,~~342~~406
Short-term investments	1,~~148~~142,~~096~~987		~~371~~1,~~822~~152,915
Accounts receivable	1,~~553~~360,~~259~~184		1,~~336~~436,~~331~~075
Inventories	1,~~596~~767,~~853~~104		1,~~447~~656,~~687~~323
Prepaid expenses and other current assets	~~305~~426,~~170~~391		~~337~~363,~~472~~342
Total current assets	67,~~924~~602,~~569~~526		57,~~484~~108,~~654~~061
Non-current Assets
Net property, plant and equipment	3,~~299~~248,~~278~~983		3,~~415~~315,~~550~~696
Goodwill	26,945,180		26,~~909~~945,~~775~~180
Intangible assets, net	87,~~402~~629,~~630~~200		98,~~585~~013,~~464~~815
Deferred tax assets	1,~~925~~759,~~442~~646		21,~~083~~867,~~752~~102
Other assets	~~695~~805,~~502~~655		~~749~~742,~~082~~858
Total non-current assets	4140,~~268~~388,~~032~~664		4240,~~743~~884,~~623~~651
TOTAL ASSETS	$	4847,~~192~~991,~~601~~190	$	4847,~~228~~992,~~277~~712
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	~~490~~549,~~723~~058	$	~~487~~543,~~457~~760
Income taxes payable	~~475~~755,~~033~~829		~~447~~610,~~379~~370
Debt, current	—898,900		~~399,636~~—
Commercial paper notes	~~548~~543,~~665~~042		~~547~~446,~~738~~639
Accrued liabilities	1,~~464~~583,~~617~~794		1,~~106~~645,~~070~~032
Total current liabilities	24,~~979~~330,~~038~~623		23,~~988~~245,~~280~~801
Non-current Liabilities
Long-term debt	87,~~139~~240,~~938~~279		68,~~634~~145,~~313~~066
Deferred income taxes	21,~~371~~995,~~536~~833		2,~~624~~163,~~392~~281
Income taxes payable	99103,~~880~~644		~~260~~100,~~486~~963
Other non-current liabilities	~~516~~533,~~367~~552		~~544~~521,~~489~~846
Total non-current liabilities	119,~~127~~873,~~721~~308		10,~~063~~931,~~680~~156
Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding	—		—
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 491,955,436 shares outstanding (496,296,854 on November 2, 2024)	81,994		82,718
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 488,204,157 shares outstanding (489,654,097 on November 1, 2025)	81,369		81,611
Capital in excess of par value	2322,~~938~~968,~~238~~224		2523,~~082~~349,~~243~~185
Retained earnings	10,~~238~~886,~~695~~107		10,~~196~~539,~~612~~541
Accumulated other comprehensive loss	(~~173~~148,~~085~~441)		(~~185~~154,~~256~~582)
Total shareholders’ equity	3433,~~085~~787,~~842~~259		3533,~~176~~815,~~317~~755
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4847,~~192~~991,~~601~~190	$	4847,~~228~~992,~~277~~712

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands)

	Three Months Ended August 2, 2025
	Three Months Ended January 31, 2026
				Capital in				AccumulatedOther
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, MAY 3, 2025	496,248	$	82,710	$	24,885,204	$	10,210,338	$	(167,632)
BALANCE, NOVEMBER 1, 2025	489,654	$	81,611	$	23,349,185	$	10,539,541	$	(154,582)
Net income						~~518~~830,~~518~~826
Dividends declared and paid - $0.99 per share						(~~490~~484,~~161~~260)
Issuance of stock under stock plans and other	~~388~~461	6577		4249,~~702~~544
Stock-based compensation expense				8485,~~703~~675
Other comprehensive loss								(5,453)
Other comprehensive income								6,141
Common stock repurchased	(41,~~681~~911)	(~~781~~319)		(1516,~~074,371~~180)
BALANCE, AUGUST 2, 2025	491,955	$	81,994	$	23,938,238	$	10,238,695	$	(173,085)
BALANCE, JANUARY 31, 2026	488,204	$	81,369	$	22,968,224	$	10,886,107	$	(148,441)
	Nine Months Ended August 2, 2025
				Capital in				AccumulatedOther
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, NOVEMBER 2, 2024	496,297	$	82,718	$	25,082,243	$	10,196,612	$	(185,256)
Net income						1,479,604
Dividends declared and paid - $2.90 per share						(1,437,521)
Issuance of stock under stock plans and other	2,291	382		103,947
Stock-based compensation expense				235,108
Other comprehensive income								12,171
Common stock repurchased	(6,633)	(1,106)		(1,483,060)
BALANCE, AUGUST 2, 2025	491,955	$	81,994	$	23,938,238	$	10,238,695	$	(173,085)


	Three Months Ended February 1, 2025
				Capital in				Accumulated Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss







BALANCE, NOVEMBER 2, 2024	496,297	$	82,718	$	25,082,243	$	10,196,612	$	(185,256)

Net income						391,316
Dividends declared and paid - $0.92 per share						(456,338)
Issuance of stock under stock plans and other	411	68		41,679
Stock-based compensation expense				77,574
Other comprehensive income								287
Common stock repurchased	(732)	(122)		(160,246)
BALANCE, FEBRUARY 1, 2025	495,976	$	82,664	$	25,041,250	$	10,131,590	$	(184,969)

See accompanying notes.

	Three Months Ended August 3, 2024
				Capital in				AccumulatedOther
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, MAY 4, 2024	496,217	$	82,704	$	25,103,737	$	10,239,549	$	(177,201)
Net income						392,232
Dividends declared and paid - $0.92 per share						(456,485)
Issuance of stock under stock plans and other	827	138		51,881
Stock-based compensation expense				64,051
Other comprehensive income								7,483
Common stock repurchased	(551)	(92)		(117,888)
BALANCE, AUGUST 3, 2024	496,493	$	82,750	$	25,101,781	$	10,175,296	$	(169,718)
	Nine Months Ended August 3, 2024
				Capital in				AccumulatedOther
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, OCTOBER 28, 2023	496,262	$	82,712	$	25,313,914	$	10,356,798	$	(188,302)
Net income						1,157,201
Dividends declared and paid - $2.70 per share						(1,338,703)
Issuance of stock under stock plans and other	2,989	498		115,857
Stock-based compensation expense				192,262
Other comprehensive income								18,584
Common stock repurchased	(2,758)	(460)		(520,252)
BALANCE, AUGUST 3, 2024	496,493	$	82,750	$	25,101,781	$	10,175,296	$	(169,718)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	Three Months Ended
	August 2, 2025		August 3, 2024
	January 31, 2026		February 1, 2025
Cash flows from operating activities:
Net income	$	1830,~~479,604~~826	$	1391,~~157,201~~316
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	~~301~~105,~~323~~886		~~265~~98,~~530~~447
Amortization of intangibles	1384,~~202,179~~615		1417,~~318,325~~156
Stock-based compensation expense	~~235~~85,~~108~~675		~~192~~77,~~262~~574
Deferred income taxes	(9760,~~318~~661)		(~~269~~59,~~566~~454)
Other	(113,~~496)~~425		~~23,826~~(799)
Changes in operating assets and liabilities	(8,~~008)~~749		~~114~~202,~~134~~569
Total adjustments	1537,~~631,788~~689		1735,~~644,511~~493
Net cash provided by operating activities	31,~~111~~368,~~392~~515		21,~~801~~126,~~712~~809
Cash flows from investing activities:
Purchases of short-term available-for-sale investments	(1,150,240)		(438,901)
Maturities of short-term available-for-sale investments	9,992		—
Maturities of short-term available-for-sale investments	372,778		—
Additions to property, plant and equipment, net	(109,313)		(148,978)
Additions to property, plant and equipment	(318,399)		(565,053)
Payments for acquisitions, net of cash acquired	—		(45,652)
Proceeds from sale of property, plant and equipment, net	58,892		—
Other	(7,708)		329
Payments for acquisitions, net of cash acquired	(45,652)		—
Net cash used for investing activities	(107,029)		(194,301)
Other	(13,595)		10,710
Net cash used for investing activities	(1,096,216)		(993,244)
Cash flows from financing activities:
Proceeds from debt	1,490,785		1,087,856
Proceeds from commercial paper notes	3,046,825		1,969,276
Debt repayments	(399,998)		—
Payments of commercial paper notes	(2,950,422)		(1,968,611)
Proceeds from commercial paper notes	6,867,508		7,709,492
Repurchase of common stock	(516,499)		(160,368)
Payments of commercial paper notes	(6,866,581)		(7,709,273)
Dividend payments to shareholders	(484,260)		(456,338)
Repurchase of common stock	(1,484,166)		(520,712)
Proceeds from employee stock plans	49,621		41,747
Dividend payments to shareholders	(1,437,521)		(1,338,703)
Other	(297)		438
Proceeds from employee stock plans	104,329		116,355
Net cash used for financing activities	(855,032)		(573,856)
Other	40,317		(5,512)
Net increase in cash and cash equivalents	406,454		358,652
Net cash used for financing activities	(1,685,327)		(660,497)
Cash and cash equivalents at beginning of period	2,499,406		1,991,342
Net increase in cash and cash equivalents	329,849		1,147,971
Cash and cash equivalents at end of period	$	2,905,860	$	2,349,994
Cash and cash equivalents at beginning of period	1,991,342		958,061
Cash and cash equivalents at end of period	$	2,321,191	$	2,106,032

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~AUGUST~~JANUARY 231, ~~2025~~2026 (UNAUDITED)

(all tabular amounts in thousands except per share amounts and percentages)

Note 1 – Basis of Presentation

In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 21, ~~2024~~2025 (fiscal ~~2024~~2025) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending ~~November~~October 131, ~~2025~~2026 (fiscal ~~2025~~2026) or any future period.

The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. ~~Fiscal~~Certain ~~2025 is a 52~~prior-~~week fiscal~~ year ~~and~~amounts ~~fiscal~~have ~~2024~~been ~~was~~reclassified ato ~~53-week~~conform fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first nine months of fiscal 2025 included one less week of operations as compared to the ~~first nine months of~~ fiscal ~~2024~~2026 presentation.

Note 2 – Shareholders’ Equity

As of ~~August~~January 231, ~~2025~~2026, the Company’s Board of Directors had authorized the repurchase of an aggregate of $26.7 billion of its common stock under its common stock repurchase program and $109.31 billion remained available for repurchases under the program.

Note 3 – Accumulated Other Comprehensive (Loss) Income

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first three months of fiscal 2026.

	Foreign currency translation adjustment		Unrealized holding gains/losses on derivatives		Pension plans		Total
November 2, 2024	$	(71,511)	$	(85,202)	$	(28,543)	$	(185,256)
November 1, 2025	$	(71,700)	$	(69,777)	$	(13,105)	$	(154,582)
Other comprehensive income before reclassifications	~~(548)~~288		~~2,825~~920		—		21,~~277~~208
Amounts reclassified out of other comprehensive income	—		115,~~454~~893		~~1,582~~200		136,~~036~~093
Tax effects	—		(31,~~142~~160)		—		(31,~~142~~160)
Other comprehensive income	~~(548)~~288		115,~~137~~653		~~1,582~~200		126,~~171~~141
August 2, 2025	$	(72,059)	$	(74,065)	$	(26,961)	$	(173,085)
January 31, 2026	$	(71,412)	$	(64,124)	$	(12,905)	$	(148,441)

The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders’ Equity with presentation location during each period were as follows:


	Three Months Ended
Comprehensive (Loss) Income Component	January 31, 2026		February 1, 2025		Location
Unrealized holding gains/losses on derivatives:
Currency forwards	$	624	$	(1,579)	Cost of sales
	718		(847)		Research and development
	820		(2,084)		Selling, marketing, general and administrative

Interest rate derivatives	3,731		3,731		Interest expense

	5,893		(779)		Total before tax
	(1,023)		(158)		Tax

Total amounts reclassified out of AOCI, net of tax	$	4,870	$	(937)

	Three Months Ended				Nine Months Ended
Comprehensive (Loss) Income Component	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024		Location
Unrealized holding gains/losses on derivatives:
Currency forwards	$	1,616	$	(853)	$	483	$	(1,445)	Cost of sales
	949		(225)		220		(497)		Research and development
	1,606		(1,391)		(442)		(3,782)		Selling, marketing, general and administrative
Interest rate derivatives	3,731		3,731		11,193		11,193		Interest expense
	7,902		1,262		11,454		5,469		Total before tax
	(1,135)		(460)		(2,143)		(1,338)		Tax
	$	6,767	$	802	$	9,311	$	4,131	Net of tax
Amortization of pension components included in the computation of net periodic pension cost:
Actuarial losses	$	542	$	515	$	1,582	$	1,547	Net of tax
Total amounts reclassified out of AOCI, net of tax	$	7,309	$	1,317	$	10,893	$	5,678

Note 4 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

~~Nine Months Ended~~

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

January 31, 2026

February 1, 2025

Net income

~~518~~830,~~518~~826

~~392~~391,~~232~~316

~~1,479,604~~

~~1,157,201~~

Basic shares:

Weighted-average shares outstanding

~~494~~488,~~390~~874

496,~~338~~116

~~495,560~~

~~496,077~~

Earnings per common share basic:

1.0570

0.79

~~2.99~~

~~2.33~~

Diluted shares:

Weighted-average shares outstanding

~~494~~488,~~390~~874

496,~~338~~116

~~495,560~~

~~496,077~~

Assumed exercise of common stock equivalents

2,~~336~~782

2,~~456~~552

~~2,305~~

~~2,612~~

Weighted-average common and common equivalent shares

~~496~~491,~~726~~656

498,~~794~~668

~~497,865~~

~~498,689~~

Earnings per common share diluted:

1.0469

0.7978

~~2.97~~

~~2.32~~

Anti-dilutive shares related to:

Outstanding stock-based awards

~~134~~106

3190

~~125~~

Note 5 – Special Charges, Net

Liabilities related to special charges, net are included in Accrued liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:

Accrued Special Charges	Global Repositioning Actions
Balance at November 2, 2024	$	13,855
Balance at November 1, 2025	$	4,115
Employee severance costs, net	5629,~~334~~085
Severance payments	(21,~~887~~952)
Balance at February 1, 2025	$	67,302
Balance at January 31, 2026	$	31,248
Employee severance costs, net	5,189
Severance payments	(51,448)
Balance at May 3, 2025	$	21,043
Employee severance costs, net	2,444
Severance payments	(14,195)
Balance at August 2, 2025	$	9,292

The Company recorded net special charges of $7032.04 million as part of its Global Repositioning Actions in the ~~nine~~three months ended ~~August~~January 231, ~~2025~~2026. The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy, and organizational design and streamlining its operations to achieve its long-term strategic plan. The special charges include severance costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, related to the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles.

During the ~~second~~first quarter of fiscal ~~2025~~2026, the Company ~~completed~~entered ~~the~~into ~~sale~~a ofsublease agreement for its ~~facility~~leased property in ~~Milpitas,~~San CAJose, ~~that~~California. ~~was~~As ~~previously~~a ~~classified~~result asof ~~held~~the ~~for~~sublease ~~sale~~transaction, ~~for~~the ~~approximately~~Company recorded an impairment charge of $3915.76 million, in net ofspecial ~~selling costs~~charges, which ~~resulted~~represented inthe anexcess ~~immaterial~~carrying ~~loss~~value ~~recorded~~of inthe ~~Special~~associated ~~charges,~~asset group over its estimated fair value. The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.

~~Note 6 – Revenue~~7

Note 6 – Industry and Segment Information

The Company’s Chair and Chief Executive Officer has been identified as its Chief Operating Decision Maker (CODM). The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM:


	Three Months Ended
	January 31, 2026		February 1, 2025
Revenue	$	3,160,263	$	2,423,174
Less:
Cost of sales, including human capital expenses therein	1,115,287		992,871
Operating expenses:
Employee compensation costs	602,487		467,597
Amortization of acquired intangible assets	187,315		187,415
Research and development related costs (excluding employee compensation costs)	128,849		131,482
Special charges, net	47,982		63,887

Other operating expense (excluding employee compensation costs) (1)	81,317		88,609
Nonoperating expense (income)	51,155		55,737
Provision for income taxes	115,045		44,260
Net income	$	830,826	$	391,316

_______________________________________

(1)Includes depreciation and amortization expenses, facilities expenses, legal expenses and other discretionary expenses.

Revenue Trends by End Market

The following table summarizes 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 the Company’s product will be incorporated. The assignment of products to end markets may change over time. When this occurs, the Company reclassifies 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.

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 the Company’s product will be incorporated. As data systems for capturing and tracking this data and the Company’s methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies 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
	January 31, 2026						February 1, 2025
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	1,489,256	47	%	38	%	$	1,080,650	45	%
Automotive	794,402		25	%	8	%	735,646		30	%
Communications	476,797		15	%	63	%	292,186		12	%
Consumer	399,808		13	%	27	%	314,692		13	%


Total revenue	$	3,160,263	100	%	30	%	$	2,423,174	100	%










* The sum of the individual percentages may not equal the total due to rounding.

	Three Months Ended
	August 2, 2025						August 3, 2024
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	1,285,041	45	%	23	%	$	1,045,291	45	%
Automotive	850,619		30	%	22	%	694,905		30	%
Consumer	372,197		13	%	21	%	306,832		13	%
Communications	372,491		13	%	40	%	265,181		11	%
Total revenue	$	2,880,348	100	%	25	%	$	2,312,209	100	%
	Nine Months Ended
	August 2, 2025						August 3, 2024
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	3,502,751	44	%	9	%	$	3,223,111	46	%
Automotive	2,445,391		31	%	14	%	2,136,173		31	%
Consumer	1,009,614		13	%	24	%	817,436		12	%
Communications	985,834		12	%	22	%	807,232		12	%
Total revenue	$	7,943,590	100	%	14	%	$	6,983,952	100	%
* The sum of the individual percentages may not equal the total due to rounding.

Revenue by Sales Channel

The following table summarizes revenue by sales channel. The Company sells its products globally through a direct sales force, third-party distributors, independent sales representatives and via its 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
	August 2, 2025				August 3, 2024
	January 31, 2026				February 1, 2025
Channel	Revenue		% of Revenue*		Revenue		% of Revenue*
Distributors	$	1,~~592~~742,~~407~~294	55	%	$	1,~~332~~375,~~244~~464	5857	%
Direct customers	1,~~240~~377,~~924~~131		4344	%	~~940~~1,~~317~~019,872		4142	%
Other	4740,~~017~~838		21	%	3927,~~648~~838		21	%
Total revenue	$	23,~~880~~160,~~348~~263	100	%	$	2,~~312~~423,~~209~~174	100	%
	Nine Months Ended
	August 2, 2025				August 3, 2024
Channel	Revenue		% of Revenue*		Revenue		% of Revenue*
Distributors	$	4,447,959	56	%	$	4,115,836	59	%
Direct customers	3,386,571		43	%	2,753,885		39	%
Other	109,060		1	%	114,231		2	%
Total revenue	$	7,943,590	100	%	$	6,983,952	100	%
* The sum of the individual percentages may not equal the total due to rounding.

Note 7 – Fair Value

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below, set forth by level, present the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of January 31, 2026 and November 1, 2025. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of January 31, 2026 and November 1, 2025, the Company held $1.5 billion and $1.4 billion, respectively, of cash that is excluded from the tables below.

The tables below, set forth by level, present the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of August 2, 2025 and November 2, 2024. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 2, 2025 and November 2, 2024, the Company held $1.4 billion and $1.4 billion, respectively, of cash that is excluded


	January 31, 2026
	Fair Value Measurement at Reporting Date Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	1,028,132	$	—	$	1,028,132
Corporate obligations (1)	—		397,987		397,987

Short-term investments:
Available-for-sale:







Corporate obligations (1)	—		647,335		647,335
Bank obligations (1)	—		495,652		495,652




Other assets:
Forward foreign currency exchange contracts (2)	—		8,739		8,739
Deferred compensation plan investments	114,245		—		114,245

Total assets measured at fair value	$	1,142,377	$	1,549,713	$	2,692,090
Liabilities

Forward foreign currency exchange contracts (2)	$	—	$	4,635	$	4,635
Interest rate derivatives (3)	—		18,860		18,860
Total liabilities measured at fair value	$	—	$	23,495	$	23,495

10(1)The amortized cost of the Company’s investments classified as available-for-sale as of January 31, 2026 was $1.5 billion.

	August 2, 2025
	Fair Value Measurement atReporting Date Using:
	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	555,878	$	—	$	555,878
Corporate obligations (1)	—		396,109		396,109
Short-term investments (2):
Available-for-sale:
Corporate obligations (1)	—		654,391		654,391
Bank obligations (1)	—		493,705		493,705
Other assets:
Forward foreign currency exchange contracts (3)	—		10,313		10,313
Deferred compensation plan investments	100,559		—		100,559
Total assets measured at fair value	$	656,437	$	1,554,518	$	2,210,955
Liabilities
Forward foreign currency exchange contracts (3)	$	—	$	10,535	$	10,535
Interest rate derivatives (4)	—		17,404		17,404
Total liabilities measured at fair value	$	—	$	27,939	$	27,939

(12)The ~~amortized~~Company ~~cost~~has ofmaster ~~the~~netting ~~Company’s~~arrangements ~~investments~~by ~~classified~~counterparty aswith ~~available-for-sale~~respect asto ofderivative ~~August 2~~contracts. See Note 8, ~~2025~~Derivatives, ~~was~~in ~~$1.6~~these ~~billion.~~Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.

(3)The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements.


	November 1, 2025
	Fair Value Measurement at Reporting Date Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	740,730	$	—	$	740,730
Corporate obligations (1)	—		397,707		397,707
Short-term investments (2):
Available-for-sale:

Corporate obligations (1)	—		656,839		656,839
Bank obligations (1)	—		496,076		496,076




Other assets:
Forward foreign currency exchange contracts (3)	—		6,708		6,708
Deferred compensation plan investments	105,188		—		105,188

Total assets measured at fair value	$	845,918	$	1,557,330	$	2,403,248
Liabilities

Forward foreign currency exchange contracts (3)	$	—	$	7,975	$	7,975
Interest rate derivatives (4)	—		12,550		12,550
Total liabilities measured at fair value	$	—	$	20,525	$	20,525

(1)The amortized cost of the Company’s investments classified as available-for-sale as of November 1, 2025 was $1.6 billion.

(2)Available-for-sale securities are classified as current assets on the Condensed Consolidated Balance Sheets if the securities are available to be converted into cash to fund current operations.

(3)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.

(4)The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements.

	November 2, 2024
	Fair Value Measurement atReporting Date Using:
	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	592,560	$	—	$	592,560
Short-term investments:
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		71,246		71,246
Bank obligations (1)	—		300,576		300,576
Other assets:
Forward foreign currency exchange contracts (2)	—		7,318		7,318
Deferred compensation plan investments	92,698		—		92,698
Total assets measured at fair value	$	685,258	$	379,140	$	1,064,398
Liabilities
Forward foreign currency exchange contracts (2)	$	—	$	16,279	$	16,279
Interest rate derivatives (3)	—		36,855		36,855
Total liabilities measured at fair value	$	—	$	53,134	$	53,134

(1)The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $382.9 million.

(2)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

~~The~~San ~~table~~Jose, ~~below~~California ~~presents~~leased ~~the~~property ~~estimated~~asset ~~fair~~group ~~values~~— ofAs ~~certain financial instruments not recorded at fair value on~~ a ~~recurring~~result ~~basis. Given the short tenure~~ of ~~the~~a ~~Company’s~~sublease ~~commercial~~transaction ~~paper~~involving ~~notes,~~a ~~the~~leased ~~carrying~~property value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($548.7 million and $547.7 million as of August 2, 2025 and November 2, 2024, respectively). The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

12in San Jose, California, the Company estimated the fair value of the sublease assets using discounted cash flows from the estimated net sublease rental income discounted at a market rate and recorded an impairment charge which represented the excess carrying value of the asset group associated with the leased property over its estimated fair value. These assets are considered a Level 2 fair value measurement. See Note 5, Special Charges, Net, in these Notes to Condensed Consolidated Financial Statements for additional information.

	August 2, 2025				November 2, 2024
	Principal Amount Outstanding		Fair Value		Principal Amount Outstanding		Fair Value
2025 Notes, due April 2025	$	—	$	—	400,000		397,027
2026 Notes, due December 2026	900,000		892,974		900,000		882,795
2027 Notes, due June 2027	440,212		436,034		440,212		421,077
2028 Notes, due June 2028	850,000		855,077		—		—
2028 Notes, due October 2028	750,000		696,785		750,000		673,316
2030 Notes, due June 2030	650,000		656,509		—		—
2031 Notes, due October 2031	1,000,000		879,165		1,000,000		843,766
2032 Notes, due October 2032	300,000		299,985		300,000		287,172
2034 Notes, due April 2034	550,000		565,982		550,000		553,375
2036 Notes, due December 2036	144,278		139,050		144,278		136,718
2041 Notes, due October 2041	750,000		547,882		750,000		534,435
2045 Notes, due December 2045	332,587		324,873		332,587		322,942
2051 Notes, due October 2051	1,000,000		650,076		1,000,000		655,668
2054 Notes, due April 2054	550,000		532,331		550,000		541,912
Total senior unsecured notes	$	8,217,077	$	7,476,723	$	7,117,077	$	6,250,203

Debt — The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis. Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($543.0 million and $446.6 million as of January 31, 2026 and November 1, 2025, respectively). The fair values of the senior unsecured notes are

obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.


	January 31, 2026				November 1, 2025
	Principal Amount Outstanding		Fair Value		Principal Amount Outstanding		Fair Value

2026 Notes, due December 2026	900,000		898,160		900,000		895,623
2027 Notes, due June 2027	440,212		438,402		440,212		436,916
2028 Notes, due June 2028	850,000		856,972		850,000		856,345
2028 Notes, due October 2028	750,000		709,690		750,000		704,186
2030 Notes, due June 2030	650,000		658,983		650,000		659,834
2031 Notes, due October 2031	1,000,000		889,346		1,000,000		884,390
2032 Notes, due October 2032	300,000		301,995		300,000		301,546
2034 Notes, due April 2034	550,000		568,435		550,000		571,370
2036 Notes, due December 2036	144,278		137,601		144,278		138,756
2041 Notes, due October 2041	750,000		551,493		750,000		555,925
2045 Notes, due December 2045	332,587		324,899		332,587		327,992
2051 Notes, due October 2051	1,000,000		649,360		1,000,000		662,609
2054 Notes, due April 2054	550,000		530,558		550,000		541,087
Total senior unsecured notes	$	8,217,077	$	7,515,894	$	8,217,077	$	7,536,579

Note 8 – Derivatives

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of January 31, 2026 and November 1, 2025 were $311.4 million and $297.0 million, respectively, and the fair values of these instruments in the Company’s Condensed Consolidated Balance Sheets were as follows:

Fair Value At

Balance Sheet Location

~~August~~January 231, ~~2025~~2026

November 21, ~~2024~~2025

Forward foreign currency exchange contracts

Prepaid expenses and other current assets

6,~~800~~050

~~780~~4,403

Forward foreign currency exchange contracts

Accrued liabilities

32,~~071~~167

4,~~235~~399

As of January 31, 2026 and November 1, 2025, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $218.9 million and $207.3 million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:

Fair Value At

Balance Sheet Location

~~August~~January 231, ~~2025~~2026

November 21, ~~2024~~2025

Undesignated hedges related to forward foreign currency exchange contracts

Prepaid expenses and other current assets

32,~~513~~689

62,~~538~~305

Undesignated hedges related to forward foreign currency exchange contracts

Accrued liabilities

72,~~464~~468

123,~~044~~576

Interest Rate Exposure Management — The Company does not consider the risk of counterparty default to be significant. The gain or loss on the Company’s interest rate swap transactions attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

August 2, 2025

January 31, 2026

Balance Sheet Location

Loss on Swaps

Gain on Note

Accrued liabilities

1718,~~404~~860

—

Long-term debt

—

1718,~~404~~860

For further information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3, Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements ~~for further information~~.

1311

Note 9 – Inventories

Inventories at January 31, 2026 and November 1, 2025 were as follows:

	August 2, 2025		November 2, 2024
	January 31, 2026		November 1, 2025
Raw materials	$	6867,~~721~~345	$	9370,~~608~~183
Work in process	1,~~171~~318,~~900~~628		1,~~047~~218,~~022~~625
Finished goods	~~356~~381,~~232~~131		~~307~~367,~~057~~515
Total inventories	$	1,~~596~~767,~~853~~104	$	1,~~447~~656,~~687~~323

Note 10 – ~~Debt~~Income Taxes

~~Revolving~~The ~~Credit~~Company’s ~~Agreement~~effective tax rates for the three-month periods ended January 31, 2026, and February 1, 2025, were below the U.S. statutory tax rate of 21%, due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.

OnDuring ~~April 11,~~fiscal 2025, the Company ~~entered~~received ~~into~~an ~~its~~assessment ~~Fourth~~from ~~Amended~~the U.S. Internal Revenue Service (IRS) for fiscal 2018 and ~~Restated~~fiscal ~~Revolving~~2019, ~~Credit~~totaling ~~Agreement~~approximately ~~(Revolving~~$267.0 million. ~~Credit~~The ~~Agreement)~~assessment ~~with~~excludes any penalties and interest. The assessment pertains to transfer pricing arrangements between the Company and ~~Bank~~one of ~~America,~~its Nwholly-owned foreign subsidiaries.A. asThe ~~administrative~~Company ~~agent~~firmly disagrees with this assessment and ~~the~~maintains ~~other~~that ~~banks~~its ~~identified~~transfer ~~therein~~pricing asis ~~lenders~~appropriate. Consequently, ~~which~~the ~~further~~Company ~~amended~~has ~~and~~not ~~restated~~recorded ~~its~~any ~~revolving~~additional ~~credit~~tax ~~agreement~~liability ~~dated~~related asto offiscal ~~June 23~~2018 and fiscal 2019 in relation to this issue, ~~2021~~nor to any other periods. The ~~Revolving~~Company ~~Credit~~intends ~~Agreement~~to ~~provides~~vigorously ~~for~~defend ~~a five-year unsecured~~its ~~revolving~~original ~~credit~~tax ~~facility~~return inposition anand ~~aggregate~~is ~~principal~~currently ~~amount~~preparing offor upan toappeal $3with the IRS.0 ~~billion~~Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, ~~expiring~~such a resolution, along with any potential impact on ~~April~~subsequent 11fiscal years, ~~2030~~could have a material adverse effect on the Company’s income tax expense and net earnings in future periods.

~~The~~Note ~~Revolving~~11 ~~Credit~~– ~~Agreement~~New ~~contains~~Accounting customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. As of August 2, 2025, the Company was in compliance with these covenants.Pronouncements

~~Senior~~Standards ~~Notes~~Implemented

During the second quarter of fiscal 2025, the Company repaid the $400.0 million principal amount on its 2025 Notes, due April 2025.

On 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) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. The net proceeds of the offering were $845.3 million, after discounts and issuance costs. Prior to May 15, 2028 (the date that is one month prior to the maturity date of the 2028 Notes), the Company may, at its option, redeem the 2028 Notes, 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) 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 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after May 15, 2028, the Company may, at its option, redeem the 2028 Notes, 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 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The 2028 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

On June 16, 2025, in an underwritten public offering, the Company issued $650.0 million aggregate principal amount of 4.500% senior notes due June 15, 2030 (the 2030 Notes) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. The net proceeds of the offering were $645.5 million, after discounts and issuance costs. Prior to May 15, 2030 (the date that is one month prior to the maturity date of the 2030 Notes), the Company may, at its option, redeem the 2030 Notes, 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 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 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after May 15, 2030, the Company may, at its option, redeem the 2030 Notes, 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 2030 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The 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 2028 Notes and the 2030 Notes were issued pursuant to a base indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a supplemental indenture, which contains certain covenants, events of default and other customary provisions. The covenants applicable to the 2028 Notes and the 2030 Notes limit the Company’s ability to incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into certain 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 its assets to, any other party. As of August 2, 2025, the Company was in compliance with these covenants.

Note 11 – Income Taxes

On July 4, 2025, the reconciliation bill, commonly known as the One Big Beautiful Bill Act (OBBBA), was enacted into law. The OBBBA, among other things, eliminates the requirement to capitalize U.S. R&D expenses, permanently extends certain provisions of the Tax Cuts & Jobs Act of 2017 and modifies certain international tax provisions, including changes to the Global Intangible Low-Taxed Income (GILTI) and the foreign-derived intangible income regimes, with effective dates beginning in calendar year 2025 and extending through calendar year 2027. As the OBBBA was enacted during the Company’s fiscal quarter ended August 2, 2025, the Company has considered and reflected the impacts on the condensed consolidated financial statements. The Company is in the process of evaluating the financial statement impact of these provisions to future periods, but does not expect the OBBBA to have a material impact on the consolidated financial statements.

The Company accounts for GILTI under the deferred method. As a result of the enactment of the OBBBA, which revised the applicable GILTI tax rate for the Company’s fiscal years beginning in 2027 in the third quarter of 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.

The Company has numerous audits ongoing throughout the world including: an IRS income tax audit for the fiscal years ended October 30, 2021 (fiscal 2021), November 2, 2019 (fiscal 2019) and November 3, 2018 (fiscal 2018); a pre-acquisition IRS income tax audit for Maxim Integrated Products, Inc.’s (Maxim) fiscal years ended June 27, 2015 through August 26, 2021; and various U.S. state and local audits and international audits, including Irish corporate tax audits for fiscal 2021. The Company’s U.S. federal income tax returns prior to fiscal 2018 are no longer subject to examination, except for the applicable Maxim pre-acquisition fiscal years noted above.

During the second quarter of fiscal 2025, the Company received an assessment from the U.S. Internal Revenue Service (IRS) for fiscal 2018 and fiscal 2019, totaling approximately $267.0 million. The assessment excludes any penalties and interest. The assessment pertains to transfer pricing arrangements between the Company and one of its wholly-owned foreign subsidiaries. The Company firmly disagrees with this assessment and maintains that its transfer pricing is appropriate. Consequently, the Company has not recorded any additional tax liability related to fiscal 2018 and fiscal 2019 in relation to this issue, nor to any other periods. The Company intends to vigorously defend its original tax return position and is currently preparing for an appeal with the IRS. Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, such a resolution, along with any potential impact on subsequent fiscal years, could have a material adverse effect on the Company’s income tax expense and net earnings in future periods.

Note 12 – New Accounting Pronouncements

Standards to Be Implemented

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosure requirements for reportable segments. ASU 2023-07 requires segment disclosure to include significant segment expense categories and amounts, and qualitative detail of other segment items. Disclosure of multiple measures of segment profit and loss may also be reported. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company isadopted ~~currently~~this ~~evaluating~~ASU ~~the~~in ~~impact,~~fiscal if2026 ~~any,~~and ~~adoption~~ will ~~have~~include onrequired ~~its~~ financial statement disclosures in its Annual Report on Form 10-K for the fiscal year ending October 31, 2026.

15Standards to Be Implemented

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insights into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.

Note 1312 – Subsequent Events

On ~~August~~February 1517, ~~2025~~2026, the ~~Company~~Board ~~increased~~of ~~the~~Directors ~~aggregate~~of ~~amount~~the ~~that~~Company itdeclared ~~may~~a ~~issue~~cash ~~under~~dividend ~~its~~of ~~commercial paper program from~~ $21.510 ~~billion~~per ~~to $3.0 billion~~ outstanding atshare ~~any~~of ~~time~~common stock. ~~For~~The ~~further~~dividend ~~information~~will onbe ~~the~~paid ~~Company’s~~on ~~commercial~~March ~~paper program~~17, ~~see~~2026 ~~Note 13, Debt, in the Notes~~ to ~~Condensed~~all ~~Consolidated~~shareholders ~~Financial~~of ~~Statements~~record inat ~~Part~~the ~~II,~~close ~~Item 8~~ of ~~the~~business ~~Annual Report~~ on ~~Form~~March ~~10-K for the fiscal year-ended November 2~~3, ~~2024,~~2026 ~~which was filed with the Securities~~ and ~~Exchange~~is ~~Commission~~expected onto ~~November~~total ~~26,~~approximately ~~2024~~$537.0 million.

On August 19, 2025, the Board of Directors of the Company declared a cash dividend of $0.99 per outstanding share of common stock. The dividend will be paid on September 16, 2025 to all shareholders of record at the close of business on September 2, 2025 and is expected to total approximately $487.0 million.12


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 21, ~~2024~~2025 (fiscal ~~2024~~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. 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,; ~~including~~recently ~~increased~~announced ~~uncertainty~~ and ~~volatility~~future ~~with respect to~~ tariffs, ~~export controls~~ and other trade restrictions,; ~~actions~~changes ~~taken or which may be taken by the presidential administration, executive offices of the U.S. government, or U.S. Congress, monetary policy, political, geopolitical, trade, or other issues~~ in ~~the~~export ~~United States or internationally~~classifications, ~~and~~import ~~the ongoing conflicts between Russia~~ and ~~Ukraine~~export ~~and~~regulations inor ~~Israel~~duties and ~~the Middle East~~tariffs; changes in demand for semiconductor products; performance of independent distributors; manufacturing delays, product and raw materials availability and supply chain disruptions; ~~diversion~~products ofthat ~~products~~may be diverted from our authorized distribution channels; ~~changes in export classifications, import and export regulations or duties and tariffs;~~ our development of technologies and research and development investments; our ~~future liquidity, capital needs and capital expenditures; 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; 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 and regulatory matters; 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 ~~2024~~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 table below are reflected in thousands except per share amounts and percentages.

	Three Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change
	January 31, 2026			February 1, 2025			$ Change		% Change
Revenue	$	23,~~880~~160,~~348~~263		$	2,~~312~~423,~~209~~174		$	~~568~~737,~~139~~089	2530	%
Gross margin %	6264.17		%	5659.70		%
Net income	$	~~518~~830,~~518~~826		$	~~392~~391,~~232~~316		$	~~126~~439,~~286~~510	32112	%
Net income as a % of revenue	1826.03		%	1716.01		%
Diluted EPS	$	1.0469		$	0.7978		$	0.2591	32117	%
	Nine Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change
Revenue	$	7,943,590		$	6,983,952		$	959,638	14	%
Gross margin %	60.8		%	56.8		%
Net income	$	1,479,604		$	1,157,201		$	322,403	28	%
Net income as a % of revenue	18.6		%	16.6		%
Diluted EPS	$	2.97		$	2.32		$	0.65	28	%

We have a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. The fiscal year ending November 1, 2025 (fiscal 2025) is a 52-week fiscal year and fiscal 2024 was a 53-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first nine months of fiscal 2025 included one less week of operations as compared to the first nine months of fiscal 2024.

Revenue Trends by End Market

The following ~~tables~~table ~~summarize~~summarizes 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. AsThe ~~data~~assignment ~~systems for capturing and tracking this data and our methodology evolves and improves, the categorization~~ of products byto end ~~market~~markets ~~can~~may ~~vary~~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.

1813

	Three Months Ended
	August 2, 2025						August 3, 2024
	January 31, 2026						February 1, 2025
	Revenue		% ofRevenue*		Y/Y%		Revenue		% ofRevenue*
Industrial	$	1,~~285~~489,~~041~~256	4547	%	2338	%	$	1,~~045~~080,~~291~~650	45	%
Automotive	~~850~~794,~~619~~402		3025	%	228	%	~~694~~735,~~905~~646		30	%
Consumer	372,197		13	%	21	%	306,832		13	%
Communications	476,797		15	%	63	%	292,186		12	%
Communications	372,491		13	%	40	%	265,181		11	%
Consumer	399,808		13	%	27	%	314,692		13	%
Total revenue	$	23,~~880~~160,~~348~~263	100	%	2530	%	$	2,~~312~~423,~~209~~174	100	%
	Nine Months Ended
	August 2, 2025						August 3, 2024
	Revenue		% ofRevenue*		Y/Y%		Revenue		% ofRevenue*
Industrial	$	3,502,751	44	%	9	%	$	3,223,111	46	%
Automotive	2,445,391		31	%	14	%	2,136,173		31	%
Consumer	1,009,614		13	%	24	%	817,436		12	%
Communications	985,834		12	%	22	%	807,232		12	%
Total revenue	$	7,943,590	100	%	14	%	$	6,983,952	100	%
* The sum of the individual percentages may not equal the total due to rounding.

Revenue increased 2530% ~~and 14%~~ in the three- ~~and nine-~~month ~~periods~~period ended ~~August~~January 231, ~~2025~~2026 as compared to the same ~~periods~~period of the prior fiscal year as a result of a broad-based increase in demand for our products, notably within the wireline sub-markets of the Communications end market that supports datacenter expansion, within the test equipment sub-market of the Industrial end market and within portable consumer products sub-market of the Consumer end market.

In addition to increased demand, the increase in the nine-month period is due to customer inventory balances normalizing in the Industrial end market, the increases in the Automotive end market are primarily driven by increases from connectivity solutions, and the increases in the Communications end market are primarily driven by growth in the wireline sub-market from data center infrastructure build outs, primarily to support growth in artificial intelligence applications. The increases in the Consumer end market are primarily related to portable consumer products. These increases in the nine-month period were partially offset by the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2025.

Revenue by Sales Channel

The following table summarizes 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.

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
	January 31, 2026				February 1, 2025
	Revenue		% of Revenue*		Revenue		% of Revenue*
Channel
Distributors	$	1,742,294	55	%	$	1,375,464	57	%
Direct customers	1,377,131		44	%	1,019,872		42	%
Other	40,838		1	%	27,838		1	%
Total revenue	$	3,160,263	100	%	$	2,423,174	100	%










* The sum of the individual percentages may not equal the total due to rounding.

19As indicated in the table 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 Ended
	August 2, 2025						August 3, 2024
	January 31, 2026			February 1, 2025			$ Change		% Change
	Revenue			% of Revenue*			Revenue		% of Revenue*
Gross margin	$	2,044,976		$	1,430,303		$	614,673	43	%
Channel
Gross margin %	64.7		%	59.0		%
Distributors	$	1,592,407		55		%	$	1,332,244	58	%
Direct customers	1,240,924			43		%	940,317		41	%
Other	47,017			2		%	39,648		2	%
Total revenue	$	2,880,348		100		%	$	2,312,209	100	%
	Nine Months Ended
	August 2, 2025						August 3, 2024
	Revenue			% of Revenue*			Revenue		% of Revenue*
Channel
Distributors	$	4,447,959		56		%	$	4,115,836	59	%
Direct customers	3,386,571			43		%	2,753,885		39	%
Other	109,060			1		%	114,231		2	%
Total revenue	$	7,943,590		100		%	$	6,983,952	100	%
* The sum of the individual percentages may not equal the total due to rounding.

AsGross ~~indicated~~margin ~~in the tables above, the~~ percentage ofincreased ~~total~~by ~~revenue~~570 ~~sold~~basis ~~via~~points ~~each channel has remained relatively consistent~~ in the ~~periods~~three-month ~~presented,~~period ~~but~~ended ~~can~~January 31, ~~fluctuate~~2026 ~~from~~as ~~time~~compared to ~~time~~the ~~based~~same onperiod ~~end~~of ~~market~~the ~~revenue~~prior ~~trends.~~fiscal Asyear, aprimarily ~~percentage~~due ofto ~~total~~higher ~~revenue,~~utilization ~~the~~of ~~decrease~~our infactories ~~the~~as ~~distributor~~a ~~channel~~result isof ~~primarily~~increased ~~due~~customer todemand ~~the~~and ~~decrease~~favorable inmix ~~the percentage~~ of ~~revenue~~products ~~from~~sold into our ~~Industrial~~ end ~~market~~markets.

Research and Development (R&D)

	Three Months Ended										~~Nine Months Ended~~
	August 2, 2025			August 3, 2024			$ Change		% Change		August 2, 2025			August 3, 2024			$ Change		% Change
	January 31, 2026			February 1, 2025			$ Change		% Change
Gross margin	$	1,789,748		$	1,311,239		$	478,509	36	%	$	4,831,661		$	3,965,215		$	866,446	22	%
R&D expenses	$	467,400		$	402,892		$	64,508	16	%
Gross margin %	62.1		%	56.7		%					60.8		%	56.8		%
R&D expenses as a % of revenue	15		%	17		%

Gross margin percentage increased by 540 and 400 basis points in the three- and nine-month periods ended August 2, 2025 as compared to the same periods of the prior fiscal year, primarily due to higher utilization of our factories as a result of increased customer demand as well as a decrease in amortization expense related to acquired intangible assets.14

	Three Months Ended										Nine Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change		August 2, 2025			August 3, 2024			$ Change		% Change
R&D expenses	$	454,251		$	362,671		$	91,580	25	%	$	1,298,980		$	1,108,960		$	190,020	17	%
R&D expenses as a % of revenue	16		%	16		%					16		%	16		%

R&D expenses increased in the three-month period ended January 31, 2026, as compared to the same period of the prior fiscal year, primarily as a result of higher R&D employee-related variable compensation expenses. R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth. We expect to continue the development of innovative technologies and processes for new products. 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)

R&D expenses increased in the three- and nine-month periods ended August 2, 2025, as compared to the same periods of the prior fiscal year, primarily as a result of higher R&D employee-related variable compensation expenses and higher salary and benefit expenses. R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth. We expect to continue the development of innovative technologies and processes for new products. 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.


	Three Months Ended
	January 31, 2026			February 1, 2025			$ Change		% Change
SMG&A expenses	$	345,253		$	284,796		$	60,457	21	%
SMG&A expenses as a % of revenue	11		%	12		%

20SMG&A expenses increased in the three-month period ended January 31, 2026, as compared to the same period of the prior fiscal year, primarily as a result of higher SMG&A employee-related variable compensation expenses and higher salary and benefit expenses.

	Three Months Ended										Nine Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change		August 2, 2025			August 3, 2024			$ Change		% Change
SMG&A expenses	$	325,706		$	257,213		$	68,493	27	%	$	913,171		$	791,420		$	121,751	15	%
SMG&A expenses as a % of revenue	11		%	11		%					11		%	11		%

SMG&A expenses increased in the three- and nine-month periods ended August 2, 2025, 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.

Amortization of Intangibles

	Three Months Ended										Nine Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change		August 2, 2025			August 3, 2024			$ Change		% Change
Amortization expenses	$	187,415		$	187,754		$	(339)	—	%	$	562,245		$	567,030		$	(4,785)	(1)	%
Amortization expenses as a % of revenue	7		%	8		%					7		%	8		%

Amortization expenses decreased in the three- and nine-month periods ended August 2, 2025, as compared to the same periods of the prior fiscal year, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2024.

Special Charges, Net

Three Months Ended

~~Nine Months Ended~~

August 2, 2025

August 3, 2024

$ Change

% Change

August 2, 2025

August 3, 2024

$ Change

% Change

January 31, 2026

February 1, 2025

$ Change

% Change

Special charges, net

447,~~348~~982

1263,~~282~~887

(715,~~934~~905)

(6525)

~~69,980~~

~~34,399~~

~~35,581~~

~~103~~

Special charges, net decreased in the three-month period ended ~~August~~January 231, ~~2025~~2026, as compared to the same period of the prior fiscal year, primarily due to decreased charges related to our Global Repositioning Actions~~. Special charges~~, ~~net~~partially ~~increased~~offset inby ~~the~~a ~~nine-month~~$15.6 ~~period~~million ~~ended~~impairment ~~August 2,~~charge ~~2025, as compared to the same period of the prior fiscal year, primarily due to charges~~ related to our ~~Global~~asset ~~Repositioning~~group ~~Actions recorded~~ in ~~the~~our ~~first~~leased ~~quarter~~facilities ~~of fiscal 2025. See Note 5, Special Charges, Net,~~ in ~~the~~San ~~Notes to Condensed Consolidated Financial Statements in Part I~~Jose, ~~Item 1 of this Quarterly Report on Form 10-Q for further discussion~~California.

Nonoperating Expense (Income)

Three Months Ended

~~Nine Months Ended~~

August 2, 2025

August 3, 2024

$ Change

August 2, 2025

August 3, 2024

$ Change

January 31, 2026

February 1, 2025

$ Change

Total nonoperating expense (income)

5451,~~619~~155

6855,~~328~~737

(134,~~709~~582)

~~162,372~~

~~202,394~~

~~(40,022)~~

The year-over-year decrease in nonoperating expense (income) in the three-month period ended ~~August~~January 231, ~~2025~~2026, as compared to the same period of the prior fiscal year, was primarily due to ~~lower~~gains ~~foreign currency expenses and lower interest expense~~ on our ~~debt~~other ~~obligations~~investments.

Provision for Income Taxes

The year-over-year decrease in nonoperating expense (income) in the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was primarily due to the result of higher interest income on our cash, cash equivalents and short-term investments, lower interest expense on our debt obligations and lower foreign currency expenses.


	Three Months Ended
	January 31, 2026			February 1, 2025			$ Change
Provision for income taxes	$	115,045		$	44,260		$	70,785
Effective income tax rate	12.2		%	10.2		%

21The primary driver for our increased tax rate 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 Ended								~~Nine Months Ended~~
	August 2, 2025			August 3, 2024			$ Change		August 2, 2025			August 3, 2024			$ Change
	January 31, 2026			February 1, 2025			$ Change		% Change
Provision for income taxes	$	244,891		$	30,759		$	214,132	$	345,309		$	103,811		$	241,498
Net income	$	830,826		$	391,316		$	439,510	112		%
Effective income tax rate	32.1		%	7.3		%			18.9		%	8.2		%
Net income as a % of revenue	26.3		%	16.1		%
Diluted EPS	$	1.69		$	0.78

The tax rates for the three- and nine-month periods ended August 2, 2025 increased primarily due to a net deferred tax expense of $153.8 million recorded in the third quarter of fiscal 2025 related to the remeasurement of our GILTI-related deferred tax assets and liabilities attributable to the passage of the OBBBA.15

	Three Months Ended										Nine Months Ended
	August 2, 2025			August 3, 2024			$ Change		% Change		August 2, 2025			August 3, 2024			$ Change		% Change
Net income	$	518,518		$	392,232		$	126,286	32	%	$	1,479,604		$	1,157,201		$	322,403	28	%
Net income as a % of revenue	18.0		%	17.0		%					18.6		%	16.6		%
Diluted EPS	$	1.04		$	0.79						$	2.97		$	2.32

Net income increased in the three-month period ended January 31, 2026, as compared to the same period of the prior fiscal year, as the result of a $505.7 million increase in operating income and a $4.6 million decrease in nonoperating expense (income), partially offset by a $70.8 million increase in provision for income taxes.

Net income increased in the three-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, as the result of a $326.7 million increase in operating income and a $13.7 million decrease in nonoperating expense (income), partially offset by a $214.1 million increase in provision for income taxes.

Net income increased in the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, as the result of a $523.9 million increase in operating income and a $40.0 million decrease in nonoperating expense (income), partially offset by a $241.5 million increase in provision for income taxes.

Liquidity and Capital Resources

At ~~August~~January 231, ~~2025~~2026, our principal source of liquidity was $34.50 billion of cash, cash equivalents and short-term investments, of which approximately $2.3 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, research and development efforts and dividend payments (if any) in the immediate future and for at least the next twelve months.

	Nine Months Ended
	Three Months Ended
	August 2, 2025			August 3, 2024
	January 31, 2026			February 1, 2025
Net cash provided by operating activities	$	31,~~111~~368,~~392~~515		$	21,~~801~~126,~~712~~809
Net cash provided by operations as a % of revenue	3943		%	4047		%
Net cash used for investing activities	$	(1107,~~096,216~~029)		$	(~~993~~194,~~244~~301)
Net cash used for financing activities	$	(1855,~~685,327~~032)		$	(~~660~~573,~~497~~856)

The following changes contributed to the net change in cash and cash equivalents in the ~~nine~~three-month period ended ~~August~~January 231, ~~2025~~2026 as compared to the same period in fiscal ~~2024~~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 ~~nine~~three-month period ended ~~August~~January 231, ~~2025~~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 of property, plant and equipment, available-for-sale investments and acquisitions of other businesses. The change in investing cash flows during the ~~nine~~three-month period ended ~~August~~January 231, ~~2025~~2026, as compared to the same period of the prior fiscal year, was primarily the result of ~~changes in our short-term investments and~~ a decrease in cash used for capital expenditures ~~as the rate of spending on our global resiliency and hybrid manufacturing footprint moderated~~. The change in investing cash flows also included ~~net proceeds from the sale of property, plant and equipment during the second quarter of fiscal 2025, partially offset by~~ cash paid for an acquisition in the first quarter of fiscal 2025.

Financing Activities

Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, ~~issuance~~issuances and ~~repayment~~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 ~~nine~~three-month period ended ~~August~~January 231, ~~2025~~2026, as compared to the same period of the prior fiscal year, was primarily the result of higher common stock repurchases ~~and higher dividend payments to shareholders~~.

Working Capital

August 2, 2025

November 2, 2024

$ Change

% Change

January 31, 2026

November 1, 2025

$ Change

% Change

Accounts receivable

1,~~553~~360,~~259~~184

1,~~336~~436,~~331~~075

~~216~~(75,~~928~~891)

16(5)

Days sales outstanding*

4640

4644

Inventory

1,~~596~~767,~~853~~104

1,~~447~~656,~~687~~323

~~149~~110,~~166~~781

107

Days cost of sales in inventory*

~~130~~140

~~127~~130

_______________________________________

*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 variations in the timing of collections and billings and increased revenue levels in the third quarter of fiscal 2025 as compared to the fourth quarter of fiscal 2024.16

~~Inventory~~The ~~increased~~decrease ~~primarily~~in asaccounts areceivable ~~result~~in ofdollars ~~our~~was ~~efforts~~primarily tothe ~~balance~~result ~~manufacturing~~of ~~production,~~variations ~~demand~~in ~~and~~the ~~inventory~~timing ~~levels.~~of ~~Our~~collections ~~inventory levels are impacted by our need to support forecasted sales demand~~ and ~~variations between those forecasts and actual demand~~billings.

~~Current~~Inventory ~~liabilities~~increased ~~decreased~~primarily ~~to $2,979.0 million at August 2, 2025~~ as ~~compared~~a toresult ~~$2,988.3 million at the end~~ of ~~fiscal~~building ~~2024~~inventory ~~primarily~~levels ~~due~~ to ~~the~~support ~~repayment~~increased ~~of approximately $400~~demand.~~0 million of debt during the second quarter of fiscal 2025 partially offset by higher accrued liabilities.~~

23Current liabilities increased to $4.3 billion at January 31, 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 income taxes payable.

Debt

As of January 31, 2026, our debt obligations consisted of the following:

	Principal Amount Outstanding
Commercial paper notes	$	~~548~~543,~~665~~042
2026 Notes, due December 2026	900,000
2027 Notes, due June 2027	440,212
2028 Notes, due June 2028	850,000
2028 Notes, due October 2028	750,000
2030 Notes, due June 2030	650,000
2031 Notes, due October 2031	1,000,000
2032 Notes, due October 2032	300,000
2034 Notes, due April 2034	550,000
2036 Notes, due December 2036	144,278
2041 Notes, due October 2041	750,000
2045 Notes, due December 2045	332,587
2051 Notes, due October 2051	1,000,000
2054 Notes, due April 2054	550,000
Total debt	$	8,~~765~~760,~~742~~119

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 ~~August~~January 231, ~~2025~~2026, we were in compliance with these covenants.

~~Commercial~~Under ~~Paper~~our ~~Program~~ 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 January 31, 2026, we had $543.0 million 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.

Under our commercial paper program, we may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities of up to 397 days from the date of issuance. As of August 2, 2025, we had $548.7 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. In August 2025, during our fourth fiscal quarter, we increased the aggregate amount we may issue under our commercial paper program from $2.5 billion to $3.0 billion outstanding at any time. We 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

~~The~~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 this revolving credit facility 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~~We ~~Revolving~~may ~~Credit~~borrow ~~Agreement~~under ~~contains~~the ~~customary~~Revolving ~~representations~~Credit ~~and~~Agreement ~~warranties,~~in ~~and~~the ~~affirmative~~future and ~~negative~~use ~~covenants~~the ~~and~~proceeds ~~events~~for ofrepayment ~~default. The events~~ of ~~default~~existing ~~include~~indebtedness, ~~among~~stock ~~others~~repurchases, ~~nonpayment~~acquisitions, ofcapital ~~principal~~expenditures, ~~interest,~~working ~~fees~~capital orand other ~~amounts,~~lawful ~~failure~~corporate topurposes. ~~perform~~The ~~certain~~terms ~~covenants,~~of ~~cross-defaults~~the toRevolving ~~certain~~Credit ~~other~~Agreement ~~indebtedness,~~impose ~~insolvency~~restrictions oron ~~bankruptcy,~~our ~~customary~~ability ~~ERISA~~to ~~defaults~~undertake orcertain ~~the~~transactions, ~~occurrence~~to ofcreate acertain ~~change~~liens ~~of control. The negative covenants include limitations~~ on ~~liens~~assets and ~~mergers~~to ~~and~~incur ~~other~~certain ~~fundamental~~subsidiary ~~changes,~~indebtedness. ~~among~~In ~~others.~~addition, ~~The~~the Revolving Credit Agreement ~~also~~contains ~~requires~~an weinterest ~~maintain~~coverage acovenant which requires the ratio of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges ofto nobe ~~less~~greater than 3.000 to 1.~~00 for any fiscal quarter ending thereafter~~0. As of ~~August~~January 231, ~~2025~~2026, we were in compliance with these covenants.

2417

Stock Repurchase Program

As of ~~August~~January 231, ~~2025~~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 $109.31 billion remained available for repurchases under the current authorized program. ~~The~~Repurchased ~~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 wethe ~~have~~full ~~utilized~~dollar amount of the ~~entire~~authorization ~~amount~~has ~~authorized~~been ~~for~~used ~~repurchases~~to ofrepurchase 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 $~~318~~109.43 million in the first ~~nine~~three months of fiscal ~~2025~~2026. We expect capital expenditures for fiscal ~~2025~~2026 to be between approximately 4% and 6% of fiscal ~~2025~~2026 revenue ~~as spending returns to our long-term operating model~~. 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 ~~August~~February 1917, ~~2025~~2026, our Board of Directors declared a cash dividend of $01.9910 per outstanding share of common stock. The dividend will be paid on ~~September~~March 1617, ~~2025~~2026 to all shareholders of record at the close of business on ~~September~~March 23, ~~2025~~2026 and is expected to total approximately $~~487~~537.0 million. We currently expect quarterly dividends to continue in future periods~~. The declaration of any future quarterly dividends~~, oralthough athey ~~future~~remain ~~increase~~subject into ~~the~~determination ~~quarterly~~and ~~dividend~~declaration ~~amount,~~by ~~will~~our beBoard atof ~~the~~Directors. ~~discretion~~The payment of ~~the~~future ~~Board~~dividends, ofif ~~Directors~~any, ~~and~~ will be ~~dependent~~based ~~upon~~on ~~our~~several ~~financial position~~factors, ~~results~~including ofour ~~operations~~financial performance, outlook, ~~liquidity~~ and ~~other factors deemed relevant by the Board of Directors~~liquidity.

Contractual Obligations

In the third quarter of fiscal 2025, we issued $850.0 million aggregate principal amount of 4.250% senior unsecured notes due June 15, 2028 (2028 Notes) and $650.0 million aggregate principal amount of 4.500% senior unsecured notes due June 15, 2030 (2030 Notes). The 2028 Notes and the 2030 Notes have semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. For additional information, see Note 10, Debt, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 1211, 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.

2518


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 21, ~~2024~~2025, which was filed with the Securities and Exchange Commission on November 2625, ~~2024~~2025. There were no material changes in the ~~nine~~three-month period ended ~~August~~January 231, ~~2025~~2026 to the information identified in the Annual Report on Form 10-K for the fiscal year ended November 21, ~~2024~~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 ~~August~~January 231, ~~2025~~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 ~~August~~January 231, ~~2025~~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 ~~August~~January 231, ~~2025~~2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2619

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 21, ~~2024~~2025, which was filed with the Securities and Exchange Commission on November 2625, ~~2024~~2025.


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

Issuer Purchases of Equity Securities

Period	Total Number ofShares Purchased(a)	Average PricePaid Per Share (b)		Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (c)	Approximate DollarValue of Shares thatMay Yet BePurchased Underthe Plans orPrograms
May 4, 2025 through May 31, 2025	1,217,136	$	214.45	1,195,522	$	11,095,423,271
November 2, 2025 through November 29, 2025	672,798	$	236.31	650,567	$	9,498,807,744
June 1, 2025 through June 28, 2025	1,402,921	$	228.08	1,396,080	$	10,777,025,002
November 30, 2025 through December 27, 2025	657,775	$	277.04	649,610	$	9,318,868,023
June 29, 2025 through August 2, 2025	2,061,232	$	235.04	2,052,170	$	10,294,691,776
December 28, 2025 through January 31, 2026	580,305	$	295.33	577,739	$	9,148,258,473
Total	41,~~681~~910,~~289~~878	$	~~227~~268.6025	41,~~643~~877,~~772~~916	$	109,~~294~~148,~~691~~258,~~776~~473

(a)Includes an aggregate of 3732,~~517~~961 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 ~~third~~first quarter of fiscal ~~2025~~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 Title

Action

Date of Adoption/Termination

Duration of Rule 10b5-1 Trading Arrangement

Aggregate Number of Securities to Be Purchased or Sold

Vincent RocheChief Executive Officer and Chair of the Board of Directors

~~Termination~~Adoption

~~May~~December 233, 2025 ~~(1)~~

Until May 13, ~~2026~~2027, or such earlier date upon which all transactions are completed or expire without execution

Sale of up to ~~140~~120,000 shares ~~(2)~~

Vincent RocheChief Executive Officer and Chair of the Board of Directors

Adoption

May 23, 2025 (1)

Until May 1, 2026, or such earlier date upon which all transactions are completed or expire without execution

Sale of up to 90,000 shares

~~(1)Represents~~None ~~the~~of ~~modification,~~our asofficers ~~described~~or indirectors adopted or terminated a non-Rule 10b5-1 trading arrangement (~~c)(1)(iv)~~as ~~under~~defined ~~the~~in ~~Exchange~~Item ~~Act,~~408(c) of aRegulation ~~Rule 10b5~~S-1K) ~~trading~~during ~~arrangement~~the ~~originally~~first ~~adopted~~quarter onof ~~March~~fiscal ~~13, 2025~~2026.

~~(2)As of the date of termination, no shares of our common stock had been sold under the Rule 10b5-1 trading arrangement.~~20

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 third quarter of fiscal 2025.


ITEM 6.			Exhibits

Exhibit No.						Description
4.1						Supplemental Indenture, dated June 16, 2025, between Analog Devices, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (including the forms of note contained therein), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on June 16, 2025.
10.1†						Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 9, 2025.
10.2†						Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 9, 2025.
10.3†						Form of Restricted Stock Unit Agreement for Non-Employee Directors for usage under the Company’s 2020 Equity Incentive Plan adopted December 9, 2025.
10.4†						Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 9, 2025.
10.5†						Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 9, 2025.
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.

2921

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: August 20, 2025	By:	/s/ Vincent Roche
Date: February 18, 2026	By:	/s/ Vincent Roche
		Vincent Roche
		Chief Executive Officer and Chair of the Board of Directors
		(Principal Executive Officer)
Date: August 20, 2025	By:	/s/ Richard C. Puccio, Jr.
Date: February 18, 2026	By:	/s/ Richard C. Puccio, Jr.
		Richard C. Puccio, Jr.
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

3022

Filing Compare · ANALOG DEVICES INC