UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2023

Analog Devices, Inc.

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (781) 935-5565

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

On May 12, 2023, Prashanth Mahendra-Rajah notified Analog Devices, Inc. (the “Company”) of his decision to resign as Executive Vice President, Finance and Chief Financial Officer (principal financial officer) of the Company to explore other opportunities, effective as of October 28, 2023, or such earlier date as the Company appoints a new Chief Financial Officer. If the Company appoints a new Chief Financial Officer prior to October 28, 2023, Mr. Mahendra-Rajah will remain employed by the Company through such date to assist in the transition of his role and responsibilities.

Mr. Mahendra-Rajah’s decision to resign as Executive Vice President, Finance and Chief Financial Officer does not relate to any disagreement with the Company or its board of directors on any matter relating to the Company’s operations, policies, practices, or financial performance.

On May 18, 2023, the Company issued a press release announcing the resignation of Mr. Mahendra-Rajah discussed above, which also included the Company’s reaffirmation of its second quarter fiscal 2023 outlook that was previously provided on February 15, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 7.01, including the press release attached hereto as Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

(d) Exhibits

SIGNATURE

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 hereunto duly authorized.