EXPLANATORY NOTE
On March 14, 2006, Analog Devices, Inc. (the registrant) filed a registration statement on Form S-8 (Registration No. 333-132409) with the Securities and Exchange Commission (the Commission) to register 15,000,000 shares of the
registrants Common Stock, $0.16 2/3 par value per share (the Common Stock), authorized and issuable under the registrants 2006 Stock Incentive Plan (as amended and restated, the Prior Plan). The registrant
paid a registration fee of $59,289 at that time to register such shares of Common Stock. On each of December 19, 2008, December 11, 2009, June 6, 2012 and March 14, 2014, the registrant filed a registration statement on Form S-8 (Registration Nos. 333-156309, 333-163653, 333-181951 and 333-194556, respectively) to register an additional 15,285,735, 15,257,044, 5,446,637 and 19,000,000 shares of Common Stock, respectively, issuable pursuant to the Prior Plan. The registrant paid registration fees
of $11,243, $25,809, $22,278 and $125,860, respectively, to register such shares of Common Stock. The registration statements on Form S-8 filed in connection with the Prior Plan are referred to herein
collectively as the Registration Statements. The Registration Statements also covered any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
On March 11, 2020 (the Effective Date), the shareholders of the registrant approved the registrants
2020 Equity Incentive Plan (the 2020 Plan) at the registrants 2020 annual meeting of shareholders. Effective as of the Effective Date, no new awards may be granted under the Prior Plan. However, the 2020 Plan provides that such
additional number of shares of Common Stock (up to 20,857,992) as is equal to the sum of (a) the number of shares of Common Stock reserved for issuance under the Prior Plan and the registrants Amended and Restated 2010 Equity Incentive
Plan (the 2010 Plan and, together with the Prior Plan, the Existing Plans) that remain available for grant under the Existing Plans immediately prior to the Effective Date and (b) the number of shares of Common Stock
subject to awards granted under the Existing Plans and under the registrants Linear Technology Corporation Amended and Restated 2005 Equity Incentive Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or
repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right will become available for issuance under the 2020 Plan. Up to 17,491,411 shares of Common Stock as is equal to the sum of (a) the number
of shares of Common Stock reserved for issuance under the Prior Plan that remained available for grant under the Prior Plan as of the Effective Date and (b) the number of shares of Common Stock subject to awards granted under the Prior Plan,
which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right, will become available for issuance under the 2020 Plan
and are collectively referred to herein as the Carryover Shares.
Accordingly, pursuant to the undertaking in
Item 512(a)(1)(iii) of Regulation S-K that the registrant disclose a material change in the plan of distribution as it was disclosed in the Registration Statements, the registrant is filing this
Post-Effective Amendment No. 1 to the Registration Statements to reflect that, as of the Effective Date, the Carryover Shares will no longer be issued under the Prior Plan and may instead be issued under the 2020 Plan.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statements, the registrant is filing a
Registration Statement on Form S-8 to register 12,613,058 shares of Common Stock authorized for issuance pursuant to the 2020 Plan, which amount excludes the Carryover Shares. No additional shares of
Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statements.