Nakamura Katsufumi 4

What Happened

• Katsufumi Nakamura, Senior Vice President & Chief Customer Officer at Analog Devices (ADI), had 842.757 shares withheld on March 16, 2026 to satisfy tax withholding related to vested equity (disposition reported as code F). The withheld shares were valued at $310.92 each for a total of $262,030.
• The filing also reports an award/acquisition of 399 shares on March 18, 2026 (code A) at $0.00 — these represent performance-based shares earned (no cash paid) and are reported as newly credited equity.

Key Details

• Transaction dates and amounts:
  • 2026-03-16: 842.757 shares withheld @ $310.92 — disposition value $262,030 (tax withholding on vested awards).
  • 2026-03-18: 399 shares granted/acquired @ $0.00 — no cash transaction.
• Shares owned after transaction: not specified in the provided filing.
• Footnotes:
  • F1: Withheld shares satisfied tax obligations on 135 PRSUs and 2,696 RSUs that vested March 16, 2026.
  • F2: The 399 shares relate to PRSUs from the April 3, 2023 grant earned at 192.01% of target; those shares will vest on March 29, 2026 subject to continued employment.
• Filing timeliness: Report filed 2026-03-18 for a report period of 2026-03-16 — appears timely.

Context

• The March 16 disposition is a tax-withholding event (routine) tied to vesting, not an open-market sale; such withholdings are common and don’t necessarily indicate a change in insider sentiment.
• The 399-share entry is an earned performance award (strong relative TSR payout at 192.01% of target) that still has a vesting condition; it is not a purchase and does not require cash outlay.