Analog Devices, Inc. (ADI) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• Form 8-K, accession 0000006281-26-000072 (filed August 19, 2026, Exhibit 99.1), furnishes full unaudited consolidated statements of income, balance sheets, and condensed statements of cash flows for the fiscal third quarter and nine months ended August 1, 2026 (with August 2, 2025 comparatives), plus revenue-by-end-market and GAAP-to-non-GAAP reconciliations.
• Form 8-K, accession 0000006281-26-000050 (filed May 20, 2026, Exhibit 99.1), furnishes full unaudited consolidated statements of income, balance sheets, and condensed statements of cash flows for the fiscal second quarter and six months ended May 2, 2026 (with May 3, 2025 comparatives).
• Form 8-K, accession 0000006281-26-000015 (filed February 18, 2026, Exhibit 99.1), furnishes unaudited consolidated statements of income and related results tables for the fiscal first quarter ended January 31, 2026 (with February 1, 2025 comparatives).
• Form 8-K, accession 0000006281-25-000151 (filed November 25, 2025, Exhibit 99.1), furnishes unaudited consolidated statements of income and related results tables for the fiscal fourth quarter and full fiscal year ended November 1, 2025 (with prior-year comparatives).
• Form 8-K, accession 0000006281-25-000142 (filed August 20, 2025, Exhibit 99.1), furnishes unaudited consolidated statements of income and related results tables for the fiscal third quarter ended August 2, 2025 (with prior-year comparatives).
• Form 8-K, accession 0000006281-25-000124 (filed May 22, 2025, Exhibit 99.1), furnishes unaudited consolidated statements of income and related results tables for the fiscal second quarter ended May 3, 2025 (with prior-year comparatives).

Earnings and guidance

Fiscal third quarter 2026 (reported August 19, 2026, accession 0000006281-26-000072). Revenue of $4.02 billion, up 40% year over year, led by Data Center and Industrial demand. Gross margin was 67.3% (72.5% adjusted); operating margin was 40.1% (50.0% adjusted). Diluted EPS was $2.74 ($3.45 adjusted). Trailing-twelve-month operating cash flow was $5.5 billion and free cash flow was $4.9 billion (40% and 36% of revenue). The company returned $1.7 billion to shareholders in the quarter via dividends and buybacks. Management guided fiscal fourth-quarter 2026 revenue of $4.3 billion (+/- $100 million), reported operating margin of approximately 42.6%, and reported EPS of $3.14 (+/- $0.15).

Fiscal second quarter 2026 (reported May 20, 2026, accession 0000006281-26-000050). Revenue of $3.62 billion, up 37% year over year with growth across all end markets, led by Industrial and Communications. Gross margin was 67.3% (73.0% adjusted); operating margin was 38.1% (49.0% adjusted). Diluted EPS was $2.40 ($3.09 adjusted). The company returned $1.3 billion to shareholders in the quarter. Guidance for the third quarter called for revenue of $3.9 billion (+/- $100 million) and reported EPS of $2.60 (+/- $0.15), subsequently exceeded by the actual third-quarter results above.

Fiscal first quarter 2026 (reported February 18, 2026, accession 0000006281-26-000015). Revenue of $3.16 billion, up 30% year over year with growth across all end markets, led by Industrial and Communications. Gross margin was 64.7% (71.2% adjusted); operating margin was 31.5% (45.5% adjusted). Diluted EPS was $1.69 ($2.46 adjusted). The board also raised the quarterly dividend 11% to $1.10 per share (see Capital actions below).

Fiscal fourth quarter and full fiscal year 2025 (reported November 25, 2025, accession 0000006281-25-000151). Fourth-quarter revenue was $3.08 billion, up 26% year over year with growth across all end markets, led by Communications and Industrial. Full fiscal 2025 revenue was $11.0 billion, up 17% versus fiscal 2024. Fiscal 2025 operating cash flow was $4.8 billion and free cash flow was $4.3 billion (44% and 39% of revenue). The company returned 96% of free cash flow to shareholders in fiscal 2025, including $2.2 billion of share repurchases and $1.9 billion of dividends. Guidance for the first quarter of fiscal 2026 called for revenue of $3.1 billion (+/- $100 million) and reported EPS of $1.60 (+/- $0.10).

Fiscal third quarter 2025 (reported August 20, 2025, accession 0000006281-25-000142). Revenue of $2.88 billion, up 25% year over year with double-digit growth across all end markets. Gross margin was 62.1% (69.2% adjusted); operating margin was 28.4% (42.2% adjusted). Diluted EPS was $1.04 ($2.05 adjusted). The company returned $1.6 billion to shareholders in the quarter.

Fiscal second quarter 2025 (reported May 22, 2025, accession 0000006281-25-000124). Routine results announcement for the quarter ended May 3, 2025; detailed figures are in the furnished press release.

Mergers and acquisitions

Empower Semiconductor acquisition, completed July 7, 2026. On May 19, 2026, Analog Devices and Empower Semiconductor, Inc. announced a definitive agreement under which ADI would acquire Empower, a provider of integrated voltage regulators (IVR) and silicon-capacitor power-management technology for AI compute applications, in an all-cash transaction valued at $1.5 billion (accession 0000006281-26-000048; joint press release Exhibit 99.1). The deal was approved by both companies' boards and, at signing, was expected to close in the second half of calendar year 2026, subject to customary closing conditions including expiration of the Hart-Scott-Rodino antitrust waiting period. The acquisition completed July 7, 2026 for approximately $1.5 billion and was accounted for as a business combination (accession 0000006281-26-000073, Note 11 Acquisitions).

Capital actions

• Dividend increase. On February 17, 2026, the board raised the quarterly cash dividend 11% to $1.10 per share (from $0.99), marking the 22nd consecutive year of dividend increases, paid March 17, 2026 to holders of record March 3, 2026 (accession 0000006281-26-000015, Exhibit 99.2). The $1.10 quarterly rate continued through the third-quarter fiscal 2026 dividend declared August 18, 2026, payable September 15, 2026.
• Senior notes offering. On June 16, 2025, Analog Devices issued $850 million of 4.250% senior notes due June 15, 2028 and $650 million of 4.500% senior notes due June 15, 2030, in an underwritten public offering under an existing shelf registration statement. The notes are unsecured, unsubordinated, and not guaranteed by subsidiaries, issued under the company's 2013 base indenture as supplemented (accession 0001193125-25-141431).
• 364-day revolving credit facility. On July 2, 2026, the company entered into a new Credit Agreement providing for a $3.0 billion 364-day revolving credit facility expiring July 1, 2027, arranged by Bank of America as administrative agent with a syndicate including Citibank, JPMorgan, Morgan Stanley, Barclays and BNP Paribas. Borrowings bear interest at Term SOFR plus a margin of 0.48%-0.925% based on the company's debt ratings; the facility requires a minimum consolidated EBITDA-to-interest-charges ratio of 3.00-to-1.00 (accession 0001193125-26-294488).
• Five-year revolving credit facility (prior/parallel facility). On April 11, 2025, the company entered into a Fourth Amended and Restated Credit Agreement providing a $3.0 billion, five-year revolving credit facility expiring April 11, 2030, undrawn at signing, replacing the prior 2021 facility, arranged by the same bank syndicate. Borrowings bear interest at Term SOFR plus a margin of 0.46%-0.90% plus a 0.10% SOFR adjustment; the facility carries the same minimum 3.00-to-1.00 EBITDA-to-interest-charges covenant (accession 0001193125-25-079081).
• Ongoing buybacks and dividends were reported each quarter as part of the earnings releases summarized above (see "Earnings and guidance").

Governance and management changes

• Board appointment. On January 20, 2026, the board increased its size to eleven members and appointed Dr. Yoky Matsuoka, an executive officer of Panasonic Holdings and former Google/Nest and Apple technology executive, as an independent director and member of the Corporate Development Committee, effective the same day (accession 0000006281-26-000008).
• Board departure. Also on January 20, 2026, director Susie Wee informed the board she would retire and not stand for re-election at the 2026 Annual Meeting; she continued serving until that meeting (accession 0000006281-26-000008).
• Board departure. On May 21, 2025, Dr. Laurie Glimcher informed the board of her immediate retirement from the board; the board reduced its size to ten members as a result (accession 0001193125-25-127564).
• 2026 Annual Meeting results (March 11, 2026). Shareholders elected all ten director nominees, approved (on an advisory basis) executive compensation, ratified Ernst & Young LLP as independent auditor for fiscal 2026, and approved the Amended and Restated 2020 Equity Incentive Plan. A non-binding shareholder proposal on special-meeting rights was not approved (accession 0000006281-26-000022).

Cybersecurity

On June 23, 2026, Analog Devices identified unauthorized access to certain company systems; the company activated incident-response protocols, engaged external cybersecurity experts, and notified law enforcement. Operations were not interrupted, and certain files were confirmed exfiltrated, though as of the filing the data had not been publicly released or reportedly used fraudulently. The company stated it does not believe the incident is reasonably likely to materially affect its business, operations, or financial condition. The filing also disclosed that, separately and unrelated, on July 26, 2026 the company became aware of public reports regarding a distinct cybersecurity matter and was assessing its validity, scope, and potential impact (accession 0001193125-26-324223, filed July 29, 2026).

Other disclosures

On September 19, 2025, Analog Devices furnished an investor presentation used in its fall 2025 shareholder engagement program, covering its financial profile, ESG targets, board composition, and executive compensation structure ahead of the 2026 Annual Meeting (accession 0001193125-25-208208).