ARW

ARROW ELECTRONICS, INC._February 5, 2026 0000007536false00000075362026-02-052026-02-05 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 5, 2026

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter) ​ ​

​

​

New York

1-4482

11-1806155

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

​ ​

​

​

​

9151 East Panorama Circle,

Centennial,

CO

80112

(Address of principal executive offices)

(Zip Code)

​ Registrant’s telephone number, including area code: (303) 824-4000 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: ​ ​

​

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

​

​

​

​

Title of each class

​

Trading Symbol(s)

​

Name of the exchange on which registered

Common Stock, $1 par value

​

ARW

​

New York Stock Exchange

​ 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.               ☐ ​ ​

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 5, 2026, Arrow Electronics, Inc. (the “Company”) issued a press release announcing its fourth quarter and fiscal year 2025 earnings. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for any purpose, including for the 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, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           EXHIBITS ​

​

​

​

Exhibit Number ​ ​ ​ Description

​ ​ ​ ​

99.1 ​ Earnings press release issued by Arrow Electronics, Inc., dated February 5, 2026. ​

​ ​ ​ ​

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document). ​

​ ​ ​ ​

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 hereunto duly authorized. ​

​

​

​

​ ​

ARROW ELECTRONICS, INC.

​ ​ ​ ​

​ ​ ​ ​

Date: February 5, 2026 By: /s/ Carine Jean-Claude

​ ​ Name: Carine Jean-Claude

​ ​ Title: Senior Vice President, Chief Legal Officer and Secretary

​ ​ ​

ARROW ELECTRONICS, INC._October 30, 2025 0000007536false00000075362025-10-302025-10-30 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 30, 2025

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter) ​ ​

​

​

New York

1-4482

11-1806155

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

​ ​ ​

​

​

​

9151 East Panorama Circle,

Centennial,

CO

80112

(Address of principal executive offices)

(Zip Code)

​ Registrant’s telephone number, including area code: (303) 824-4000 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: ​ ​

​

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

​

​

​

​

Title of each class

​

Trading Symbol(s)

​

Name of the exchange on which registered

Common Stock, $1 par value

​

ARW

​

New York Stock Exchange

​ 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.  ☐ ​ ​

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 30, 2025, Arrow Electronics, Inc. (the “Company”) issued a press release announcing its third quarter 2025 earnings. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. ​ The information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for any purpose, including for the 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, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing. ​

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           EXHIBITS ​ ​ ​

Exhibit Number ​ Description

​ ​ ​

99.1 ​ Earnings press release issued by Arrow Electronics, Inc., dated October 30, 2025.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​ ​

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 hereunto duly authorized. ​

​

​

​

​ ​

ARROW ELECTRONICS, INC.

​ ​ ​ ​

​ ​ ​ ​

Date: October 30, 2025 By: /s/ Carine Jean-Claude

​ ​ Name: Carine Jean-Claude

​ ​ Title: Senior Vice President, Chief Legal and Compliance Officer, and Secretary

​ ​ ​

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0000007536

2025-09-16 2025-09-16

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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): September 16, 2025

ARROW

ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

New York 1-4482 11-1806155

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

9151 East Panorama Circle, Centennial, CO 80112

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 824-4000

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $1 par value per share ARW New York Stock Exchange

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.  ¨

Item 2.02 Results of Operations and Financial Condition.

As of September 17, 2025, Arrow Electronics, Inc. (the “Company”) reaffirms its Third-Quarter 2025 Outlook, as provided in a press release issued July 31, 2025, that was previously furnished as Exhibit 99.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 31, 2025.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for any purpose, including for the 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, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective as of September 16, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of  the Company appointed William (“Bill”) F. Austen, age 66, as the Company’s Interim President and Chief Executive Officer (“CEO”). Mr. Austen succeeds Sean Kerins who separated from the Company as a Director, President and CEO as of the Effective Date.

Mr. Austen has served as a Director since May 15, 2020. Mr. Austen served as president, chief executive officer, and director of Bemis Company, Inc. a leading global manufacturer of flexible packaging products and pressure-sensitive materials, for six years prior to June 2019. From 2013 to 2014, he served as Bemis’ executive vice president of operations and chief operating officer. From 2000 to 2013, Mr. Austen held roles of increasing executive and operational leadership responsibilities with Bemis and Bemis’ divisions. Mr. Austen also served on the Board of Directors of Tenant Company and Arconic Corporation from 2007 through 2022 and 2020 through 2023 respectively.

Mr. Austen will remain on the Board, though he has stepped down as Chair of the Corporate Governance Committee and as a member of the Compensation Committee while serving as Interim President and CEO. Concurrent with Mr. Kerins’ resignation from the Board, the Board authorized a reduction in the size of the Board to nine members.

In connection with his separation, Mr. Kerins became entitled to receive the benefits provided to him under the Company’s Supplemental Executive Retirement Plan and SERP Health Plan for a separation from service following his normal retirement date (as set forth in the applicable plan). In addition, he and the Company entered into a Separation and Release of Claims Agreement, dated September 16, 2025 (the “Separation Agreement”), p