UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 August 6, 2026, Arrow Electronics, Inc. (the “Company”) issued a press release announcing its second quarter 2026 earnings. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 5.02 DEPARTURE OF Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 6, 2026, the Company announced the appointment of Deidra (Dee) C. Merriwether as the Company’s President and Chief Operating Officer, effective as of September 8, 2026 (the “Effective Date”).
Ms. Merriwether, 57, currently serves as an independent director of Weyerhaeuser Company, a timber, land and forest products company, and as a member of its Audit Committee and Governance and Corporate Responsibility Committee. Prior to joining the Company, Ms. Merriwether served as Senior Vice President and Chief Financial Officer of W.W. Grainger, Inc., a broad line distributor of maintenance, repair and operating products and services, from 2021 until her appointment at the Company. Prior to that, she served as Senior Vice President and President, North American Sales and Services, and held other positions of increasing responsibility with W.W. Grainger, Inc. beginning in 2013. Prior to joining W.W. Grainger, Inc., Ms. Merriwether held positions of increasing responsibility in general management and finance at Sears Holdings Corporation, an integrated retailer, from 2002 to 2013, including serving as Chief Operating Officer, Retail Formats, immediately prior to her departure in 2013.
In connection with her appointment as President and Chief Operating Officer of the Company, Ms. Merriwether and the Company entered into an Employment Agreement dated as of July 31, 2026 (the “Employment Agreement”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. As of the Effective Date, Ms. Merriwether’s annual base salary will be $900,000; her target annual award under the Company's Management Incentive Compensation Plan will be $1,125,000 (subject to proration for any partial year based on Ms. Merriwether’s period of active employment); and, subject to approval by the Company’s Board of Directors (the “Board”) in February 2027, her target annual award under the Company’s Long-Term Incentive Plan will be $2,000,000, 50% of which will be in the form of time-based vesting restricted stock units (“RSUs”) and 50% of which will be in the form of performance-based vesting restricted stock units (“PSUs”). The actual amount of any cash incentive award payable to Ms. Merriwether will remain subject to approval by the Board. Ms. Merriwether will be eligible to participate in the Company’s employee benefit plans and programs on the same basis as other similarly situated employees.
Ms. Merriwether will also receive a one-time sign-on bonus of $535,000 upon the commencement of her employment and Ms. Merriwether's relocation to the Denver, Colorado metropolitan area, subject to a repayment obligation in the event of termination by the Company for “cause” or Ms. Merriwether’s resignation other than for “good reason” prior to the first anniversary of the Effective Date. In addition, subject to approval by the Board, Ms. Merriwether will receive:
| ● | a one-time award of RSUs with a grant date value of $6,500,000 to be granted within 30 days following Ms. Merriwether's relocation to the Denver, Colorado metropolitan area, vesting 50% each on the first and second anniversary of the Effective Date, subject to her continued employment through the applicable vesting dates; |
| ● | a one-time award, to be granted in February 2027, of PSUs with a grant date value of $2,000,000, subject to the achievement of certain stock price and financial performance targets over a three-year performance period covering calendar years 2027, 2028 and 2029, and subject to the same performance terms and conditions that apply to the annual PSU grants to be made in 2027; and |
| ● | a one-time award, to be granted in February 2027, of RSUs with a grant date value of $1,000,000, vesting annually over a four-year period beginning on the grant date and subject to her continued employment through the applicable vesting dates. |
The foregoing equity awards will be subject to the terms of the Company's 2004 Omnibus Incentive Plan, as amended and restated, the Company's standard award agreements, and the Company's clawback policies.
Ms. Merriwether will receive comprehensive relocation benefits in accordance with the Company’s executive benefit relocation program, subject to repayment if her employment is terminated other than by the Company without “cause” or by Ms. Merriwether for “good reason” prior to the second anniversary of the later of her relocation to the
Denver, Colorado metropolitan area or the Effective Date. She is also entitled to reimbursement of legal fees up to $15,000 incurred in connection with negotiating the Employment Agreement.
Ms. Merriwether’s eligibility for severance benefits, if any, in connection with a termination of employment are subject to the Company’s form of Executive Severance Policy and the Executive Change in Control Retention Agreement appended to the Employment Agreement, including the related Executive Restrictive Covenants Agreements, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 and Part II, Item 5 of the Company’s Form 10-Q filed with the SEC on May 7, 2026; provided, however, that Ms. Merriwether will be entitled to receive the severance benefits that are payable under the Executive Severance Policy upon a termination by the Company without “cause” or in the event that she resigns for “good reason” (as defined in her Executive Change in Control Retention Agreement) regardless of whether a “change in control” (as defined in the Executive Change in Control Retention Agreement) has occurred. Ms. Merriwether will enter into the Company's standard form of indemnification agreement, pursuant to which the Company will indemnify her against certain liabilities that may arise in connection with her status or service as an officer of the Company.
The selection of Ms. Merriwether to serve as the Company’s President and Chief Operating Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Merriwether and any director or executive officer of the Company, and Ms. Merriwether has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On August 6, 2026, the Company issued a press release relating to the above executive appointment. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The information in the foregoing Items 2.02 and 7.01, and the corresponding exhibits thereto, 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 |
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Employment Agreement dated July 31, 2026, between the Company and Deidra C. Merriwether. |
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Earnings press release issued by Arrow Electronics, Inc., dated August 6, 2026. |
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Executive Appointment press release issued by Arrow Electronics, Inc., dated August 6, 2026. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. |
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Date: |
August 6, 2026 |
By: |
/s/ Carine Jean-Claude |
Name: |
Carine Jean-Claude |
||
Title: |
Senior Vice President, Chief Legal and Compliance Officer, and Secretary |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 31, 2026, by and between Arrow Electronics, Inc. (the “Company”), and Deidra C. Merriwether (“Executive”) (together, the “Parties”).
RECITALS
WHEREAS, the Company desires to employ Executive as its President and Chief Operating Officer; and
WHEREAS, Executive has agreed to accept employment on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:
1. Agreement. This Agreement shall be effective as of Executive’s commencement of employment with the Company on September 8, 2026 or such other date as the Parties may agree (the “Effective Date”). Following the Effective Date, Executive shall be an employee of the Company until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).
2. Position. During the Term of Employment, Executive shall serve as the President and Chief Operating Officer of the Company, working primarily out of the Company’s office in Centennial, Colorado, and traveling as reasonably required by Executive’s job duties.
3. Scope of Employment. During the Term of Employment, Executive shall be responsible for the performance of those duties consistent with Executive’s position as President and Chief Operating Officer. Executive shall report to the Interim Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of Executive’s ability, Executive’s duties and responsibilities hereunder. Executive shall devote substantially all of Executive’s business time, loyalty, attention and efforts to the business and affairs of the Company and its affiliates. Executive may manage the Executive’s and Executive’s immediate family’s personal investments and may also engage in outside civic, charitable, and professional activities, including service on the board of directors of other entities, to the extent such activities are permitted under, and conducted in compliance with, the Company’s Corporate Governance Guidelines and other applicable policies, as in effect from time to time, and do not materially interfere with the performance of Executive’s duties, create a conflict of interest with the Company, or violate the Restrictive Covenants Agreements (as defined herein). The Company acknowledges and approves Executive's continued service as a member of the board of directors on which Executive currently serves as of the Effective Date; provided, however, that such continued service shall remain subject to, and be conducted in compliance with, the Company's applicable policies and guidelines relating to such directorships, as in effect from time to time. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted in writing from time to time by the Company.
4. Compensation. As full compensation for all services rendered by Executive to the Company and any affiliate thereof, during the Term of Employment, the Company will provide to Executive the following:
(a) Base Salary. Effective as of the Effective Date, Executive shall receive a base salary at the annualized rate of $900,000. Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’s regularly established payroll procedures. Executive’s Base Salary will be reviewed on an annual or more frequent basis by the Board of Directors of the Company (the “Board”) and is subject to increase (but not decrease) in the discretion of the Board. The annualized base salary rate in effect from time to time is the “Base Salary.”
(b) Short-Term Incentive Compensation (MICP). Executive shall be eligible to participate in the Company’s Management Incentive Compensation Plan (or any successor annual bonus program thereto, the “MICP”) and to receive an annual incentive payment thereunder, subject to the terms and conditions of the MICP and any award documentation. Executive’s annual target opportunity under the MICP shall be $1,125,000 (the “MICP Target”), subject to proration for any partial year based on the period Executive is actively employed. The Board shall have overall responsibility for evaluating performance and determining final results and payouts under the MICP, and may adjust awards upward or downward in its sole discretion. No MICP award shall be earned or vested until paid, and Executive must be employed by the Company on the payment date to earn and receive any MICP award, except as expressly provided in the MICP with respect to death. Any MICP award, if any, will be paid on or before March 15 of the calendar year following the year to which the award relates.
(c) Long-Term Incentive Plan. Subject to approval by the Board, in February 2027, the Company will grant Executive an award of time-based vesting restricted stock units (“RSUs”), subject to four-year annual vesting schedule and an award of performance-based vesting restricted stock units (“PSUs”), subject to the achievement of certain stock price and financial metric performance targets over a three-year performance period (together, the RSUs and PSUs, the “2027 LTIP Award”). The target aggregate value of the 2027 LTIP shall be $2,000,000, 50% of which shall be granted in the form of RSUs and 50% of which shall be granted in the form of PSUs. The 2027 LTIP Award shall otherwise generally be subject to the same vesting terms and conditions that will apply to annual long-term incentive awards made to other senior Company executives in 2027, and shall be subject to the terms and conditions of the Company’s 2004 Omnibus Incentive Plan, as amended from time to time (the “Plan”), and the applicable award agreements. Executive will be eligible to receive additional long-term incentive awards, if any, at such times and on such terms and conditions as the Board, or the compensation committee thereof, shall, in its sole discretion, determine.
(d) Supplemental Grants. Subject to Executive’s commencement of employment with the Company on the Effective Date and continued employment thereafter, Executive’s relocation to the Denver, CO metropolitan area in accordance with Section 4(g) hereof and approval by the Board, the Company will, within thirty (30) days following the date on which Executive’s relocation to the Denver, CO metropolitan area is determined by the Company to have occurred, which determination shall be made reasonably and in good faith (such date, the “Relocation
Date”), grant Executive a one-time award of RSUs with a grant date value of $6,500,000 (the “Supplemental RSU Grant”). The Supplemental RSU Grant shall vest in two equal installments, with 50% vesting on the first anniversary of the Effective Date and the remaining 50% vesting on the second anniversary of the Effective Date, in each case subject to Executive’s continued employment through the applicable vesting date and the terms of the Plan and the applicable award agreement. In addition, in February 2027, the Company will grant Executive: (i) a one-time award of PSUs, subject to the achievement of certain stock price and financial metric performance targets over a three-year performance period (calendar years 2027, 2028, and 2029), with grant date value of $2,000,000, subject to the same performance terms and conditions that apply to the annual PSU grants to be made to the Executive in 2027, including the terms of the Plan and the applicable award agreement; and (ii) a one-time award of RSUs with a grant date value of $1,000,000, which such grant will be subject to four-year annual vesting schedule with vesting commencing as of the grant date, and further subject to Executive’s continued employment through the applicable vesting date and the terms of the Plan and the applicable award agreement.
(e) Sign-On Bonus. Subject to Executive’s commencement of employment with the Company on the Effective Date and Executive’s relocation to the Denver, CO metropolitan area in accordance with Section 4(g) hereof, the Company shall (i) pay Executive a one-time sign-on bonus in the amount of $535,000 (the “Sign-On Bonus”), less applicable deductions and withholdings, payable in the first payroll period following the date on which the Company determines that Executive has relocated. Executive will be required to sign an agreement with the full terms and conditions of such payment described above, including repayment should Executive’s employment be terminated by the Company for Cause (as defined in the Executive Severance Policy) or Executive resigns other than for Good Reason, in either case, prior to the first anniversary of the Effective Date.
(f) Vacation, Sick Leave and Holidays. During the Term, Executive shall be entitled to paid vacation, sick time, and holidays in accordance with the Company’s applicable policy as amended from time to time.
(g) Relocation. Executive shall be required to relocate to the Denver, CO metropolitan area by January 1, 2027 in connection with Executive’s role with the Company. To assist with Executive’s relocation, the Company will provide comprehensive relocation benefits in accordance with the Company’s executive benefit relocation program. Executive will be required to sign an agreement with the full terms and conditions of Executive’s relocation package, including repayment should Executive’s employment terminate prior to the second anniversary of the later of the Effective Date and the date that Executive relocates to the Denver, CO metropolitan area; provided that, such agreement shall not require that Executive repay relocation benefits or amounts if the Company terminates Executive’s service without Cause or if Executive resigns for Good Reason prior to the second anniversary of the later of the Effective Date and the date that Executive relocates to the Denver, CO metropolitan area. Notwithstanding anything to the contrary in the Company's executive relocation program or any relocation agreement entered into in connection therewith, Executive's establishment of a residence in the Denver, Colorado metropolitan area, including through a lease or other
temporary housing arrangement, shall constitute a relocation to the Denver, Colorado metropolitan area for purposes of any relocation contingency for any equity award under this Agreement. In the event Executive relocates to the Denver, Colorado metropolitan area temporarily prior to selling her current primary residence or relocating her household goods, Executive shall remain eligible for two years from the Effective Date to receive any relocation benefits under the Company's executive relocation program, subject to the terms and conditions of the applicable relocation program and relocation agreement.
(h) Benefits. Executive shall be eligible to participate in the Company’s employee benefit plans and programs (including health, dental, life, short-term disability, long-term disability and 401(k)) on the same basis as similarly situated employees, subject to the terms and conditions of the applicable plans, policies and programs, as in effect from time to time. The Company reserves the right to modify, amend, or terminate any and all of its benefits plans at its discretion. In addition, Executive may be eligible to participate in programs provided to the executive management team, including the Management Insurance Program, and the Executive Health Program, subject to the terms of the applicable plan documents.
(i) Withholdings. All compensation payable to Executive shall be subject to applicable taxes and withholdings.
5. Expenses; Attorneys’ Fees. Executive will be reimbursed for Executive’s actual, necessary and reasonable business expenses pursuant to Company policy, subject to the provisions of Section 3 of Exhibit 1 attached hereto. Upon execution of this Agreement, the Company shall reimburse Executive for reasonable and documented legal fees not to exceed $15,000 for such fees incurred in connection with the review, negotiation, and documentation of this Agreement, the documents attached to this Agreement and other agreements and arrangements otherwise referred to in this Agreement. Such reimbursement shall be paid to Executive no later than five (5) business days after the date on which the documentation of such fees is provided to the Company.
6. Restrictive Covenants Agreement. Executive acknowledges and agrees that Executive’s employment and entitlement to certain benefits are conditioned upon Executive’s execution of and compliance with the Executive Restrictive Covenants Agreements of the Executive Change in Control Retention Agreement and the Executive Severance Policy (collectively, the “Restrictive Covenants Agreements”). In the event of any conflict between the Restrictive Covenants Agreements, the parties intend that the provision that is most protective of the Company’s interests shall control.
7. Employment Termination; Severance Benefits. Executive’s termination from employment and Executive’s eligibility for severance benefits, if any, in connection with a termination of Executive’s employment shall be governed by, and subject in all respects to the Company’s Executive Severance Policy and the Executive Change in Control Retention Agreement, each as applicable and as attached hereto as Exhibit 2 and Exhibit 3 respectively. Except as expressly provided therein (and as expressly provided in this Section), the Company shall have no obligation to provide Executive with severance pay, continued benefits, or other termination-related payments or benefits. Notwithstanding anything to the contrary in the Executive
Severance Policy, Executive shall be eligible for, and entitled to receive, the severance benefits that are payable under the Executive Severance Policy upon a termination by the Company without Cause in the event Executive resigns for Good Reason regardless of whether a Change in Control (as defined in the Executive Change in Control Retention Agreement) has occurred. For purposes of this Agreement and Executive’s entitlement to severance benefits in connection with a Good Reason resignation, any Good Reason resignation must be effected in compliance with, and shall be subject to, the notice, cure, and timing procedures (and any other process requirements) set forth in the Executive Change in Control Retention Agreement. The Company may, in its sole discretion, provide Executive with severance benefits that are more favorable than those set forth in the Executive Severance Policy or the Executive Change in Control Retention Agreement, each as in effect on the Effective Date, but no amendment, modification, or termination of the Executive Severance Policy or the Executive Change in Control Retention Agreement shall reduce Executive’s severance benefits below the level provided therein (as modified by this Section) as in effect on the Effective Date.
8. Absence of Restrictions. Executive represents and warrants that Executive is not bound by any employment contracts, restrictive covenants or other restrictions that prevent Executive from carrying out Executive’s responsibilities for the Company, or which are in any way inconsistent with any of the terms of this Agreement.
9. Compliance. As a member of the Company’s Executive Committee, Executive will be required to abide by all applicable Company policies, including, without limitation, the Arrow Worldwide Code of Business Conduct and Ethics, the Company’s Insider Trading Policy, the Company’s Trading Window, the Company’s Incentive Compensation Clawback Policy, the Company’s Dodd-Frank Compensation Clawback Policy, the Company’s Anti-Hedging and Anti-Pledging Policy, the Company’s Executive Stock Ownership Guidelines, and the Securities Exchange Act of 1934.
10. Notice. Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, or immediately upon hand delivery, in each case to the address of the recipient set forth below.
To Executive:
At the address set forth in Executive’s personnel file
To Company:
Arrow Electronics, Inc.
9151 East Panorama Circle
Centennial, Colorado 80112
Attention: Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer
Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 10.
11. Arbitration. Any controversy, dispute or claim arising out of or in connection with this Agreement, Executive’s employment, and/or the termination of Executive’s employment (including, but not limited to, disputes and/or claims involving wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, discrimination or harassment claims within the jurisdiction of the Equal Employment Opportunity Commission, and/or wage and hour disputes brought under applicable state law and/or the Federal Fair Labor Standards Act) shall, to the fullest extent permitted by law, be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator appointed by the Company to take place in Denver, Colorado under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this Agreement to arbitrate shall be such disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolved in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if Executive initiates arbitration proceedings, Executive shall pay costs equal to the amount of the filing fee that Executive would have paid if Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information under the Restricted Covenants Agreements. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any relief or recovery based on any claims arising out of Executive’s employment or cessation of employment, including but not limited to, any claim of unlawful harassment or discrimination, shall be limited to that awarded by the arbitrator. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act.
12. Governing Law; Forum. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with this Agreement, Executive’s employment with the Company or any other relationship between Executive and the Company (“Disputes”) will be governed by and interpreted in accordance with Colorado law, excluding laws relating to conflicts or choice of law that would result in the application of the laws of another jurisdiction. Executive and the Company irrevocably submit to the exclusive personal jurisdiction of the federal and state courts located in the City and County of Denver, Colorado, in connection with any Dispute or any claim related to any Dispute to the extent that such claim is not subject to mandatory arbitration in accordance with, or is necessary to enforce, Section 11.
13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations of Executive are personal and shall not be assigned by Executive.
14. At-Will Employment. During the Term of Employment, Executive will continue to be an at-will employee of the Company, which means that, notwithstanding any provision set forth herein, the employment relationship can be terminated by either Party for any reason, at any time, with or without prior notice and with or without Cause, but subject in each case to the terms and conditions of this Agreement and such other agreements or policies governing Executive’s employment with and separation from the Company, including the Executive Severance Policy, the Executive Change in Control Retention Agreement, and the Restrictive Covenants Agreements.
15. Acknowledgments. Executive states and represents that Executive has fully discussed and reviewed the terms of this Agreement with an attorney. Executive further states and represents that Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs Executive’s name of Executive’s own free act.
16. No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive. No delay or omission by the Company or Executive, as applicable, in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company or Executive, as applicable, on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.
17. Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.
18. Interpretation. The Parties agree that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms. References in this Agreement to the “Board” shall include any authorized committee thereof.
19. Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application,
subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.
20. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
21. Indemnification and D&O Insurance. Concurrent with the Parties’ execution of this Agreement, the Company will enter into an agreement with Executive in substantially the form of Exhibit 10(n) to the Company’s 10-K, dated February 10, 2026. The Company will maintain directors’ and officers’ liability insurance covering Executive on terms no less favorable than those provided to any other senior executives or directors of the Company.
[Signatures on Page Following]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.
ARROW ELECTRONICS, INC.
By: _/s/ Gretchen Zech______________
Gretchen Zech
Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer
EXECUTIVE:
/s/ Deirdre C. Merriwether______________
Deidra C. Merriwether
EXHIBIT 1
Payments Subject to Section 409A
| (i) | Each installment of the severance payments due under the Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in the Agreement; and |
| (ii) | Each installment of the severance payments due under the Agreement that is not described in this Exhibit 1, Section 1(c)(i) and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the |
| exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year in which the separation from service occurs. |
[Remainder of page intentionally left blank.]
EXHIBIT 2
ARROW ELECTRONICS, INC.
Executive Severance Policy
(as adopted and effective as of May 5, 2026)
EXHIBIT 3
EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
THIS AGREEMENT by and between Arrow Electronics, Inc., a New York corporation (the “Company”), and Deidra C. Merriwether (the “Executive”) is made as of July 31, 2026 (the “Effective Date”).
WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of Executive remaining in its employ, the Company agrees that Executive shall receive the severance benefits set forth in this Agreement in the event Executive’s employment with the Company is terminated under the circumstances described below.
1.Key Definitions.
As used herein, the following terms shall have the following respective meanings.
1.1“Annual Bonus” means the annual bonus payable to Executive under the Company’s Management Incentive Compensation Plan (MICP), or such other or successor annual bonus program in which Executive participates from time to time.
1.2“Base Salary” means Executive’s annual base salary, as in effect immediately prior to the Change in Control Date.
1.3“Change in Control” means the occurrence of any of the following events:
(i)any Person (within the meaning of Section 13(d) or 14(d) of the Exchange Act), entity or affiliated group becoming the beneficial owner or owners (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty percent (30%) of the outstanding equity securities of the Company, or otherwise becoming entitled to vote shares representing more than thirty percent (30%) of the total voting power of the Company’s then-outstanding securities eligible to vote to elect members of the Board (the “Voting Securities”);
(ii)a consolidation or merger (in one transaction or a series of related transactions during the twelve (12) month period ending on the date of the most recent acquisition) of the Company pursuant to which the holders of the Company’s equity securities immediately prior to such transaction (or series of related transactions during the twelve (12) month period ending on the date of the most recent acquisition) would not (i) be the holders immediately after
such transaction (or series of related transactions during the twelve (12) month period ending on the date of the most recent acquisition) of more than fifty percent (50%) of the Voting Securities of the entity surviving such transaction (or series of related transactions during the twelve (12) month period ending on the date of the most recent acquisition) in substantially similar proportions that they held equity securities of the Company prior to such transaction (or series of related transactions during the twelve (12) month period ending on the date of the most recent acquisition);
(iii)the sale of all or substantially all of the assets of the Company to any other Person, in one transaction or a series of related transactions during the twelve (12) month period ending on the date of the most recent transaction (it being understood that a spin-off of shares of capital stock of any subsidiary of the Company or a distribution of other assets of the Company as a dividend to its shareholders does not constitute a sale thereof);
(iv)during any period of twelve (12) consecutive months commencing on or after the Effective Date, individuals who as of the beginning of such period constituted the entire Board (together with any new directors (other than those new directors elected in connection with an actual or threatened proxy contest or any other actual or threatened solicitation of proxies) whose election by such Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors of the Company, then still in office, who were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof;
(v)the approval of the shareholders of the Company of the liquidation or dissolution of the Company;
provided, that a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially similar proportions by the Persons who hold the Company’s securities immediately before such transaction and provided further that, except as set forth herein, such transaction or event shall not constitute a Change in Control unless it is a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).
1.4“Change in Control Date” means the first date on which a Change in Control occurs. Notwithstanding anything in this Agreement to the contrary, if (a) a Change in Control occurs, (b) Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.
1.5“Cause” means, subject to the conditions below, (i) Executive’s conviction of (or plea of no contest or guilty to) a felony, (ii) Executive’s willful failure to perform, in any material respect, Executive’s material duties and responsibilities to the Company (other than any failure resulting from Executive’s physical or mental injury, illness or incapacity), (iii) Executive’s willful failure to comply, in any material respect, with any lawful policy adopted by the Company and
communicated to Executive in writing, or (iv) Executive’s willful misconduct in performing Executive’s duties to the Company under this Agreement. Notwithstanding the foregoing, any breach or failure described in clauses (ii), (iii) or (iv) above will constitute Cause only after (a) the Company delivers to Executive a Notice of Termination (as described in Section 2.2 hereof), and (b) Executive fails to cure that breach or failure within fifteen (15) business days following Executive’s receipt of the Company’s Notice of Termination. No act or failure to act by Executive will be deemed to be “willful” under clauses (ii), (iii) or (iv) above if that act or failure to act was committed or omitted by Executive in good faith and in a manner Executive reasonably believed to be in the best interest of the Company.
1.6“Good Reason” means, subject to the conditions below, (i) any reduction in Executive’s Base Salary or Annual Bonus target percentage, (ii) a material failure by the Company to pay any Base Salary, Annual Bonus or other compensation, equity compensation or employee benefit to Executive when due, (iii) any material diminution in Executive’s position, title, duties, responsibilities, or authority, it being understood that the hiring of a Chief Executive Officer and/or President (whether on an interim basis or otherwise) between the Effective Date and the 18-month anniversary thereof shall not constitute Good Reason pursuant to this (iii) but may constitute a material diminution hereunder thereafter, (iv) the assignment to Executive of any material duty inconsistent with Executive’s position or title (v) the relocation of Executive’s principal place of employment to more than 50 miles from the location in effect immediately prior to the Change in Control Date. Notwithstanding the foregoing, any occurrence, condition or event described in clauses (i) through (v) above will constitute Good Reason only after (1) Executive delivers to the Company a Notice of Termination (as described in Section 2.2 hereof), and (2) the Company fails to cure that occurrence, condition or event within fifteen (15) business days following the Company’s receipt of Executive’s Notice of Termination.
1.7“Disability” means due to illness, injury or a physical or medically recognized mental condition, (i) Executive is unable to perform Executive’s duties and responsibilities with reasonable accommodation for 120 consecutive calendar days, or 180 calendar days during any twelve (12) month period, as determined by a physician agreed to by the Company and Executive, or (ii) Executive is considered disabled for purposes of receiving/qualifying for long-term disability benefits under any group long-term disability insurance plan or policy offered by Company in which Executive participates.
1.8“Release Effective Date” shall have the meaning given in Section 3.6(b) hereof.
2.Employment Status; Termination Following Change in Control.
2.1Term of Agreement; Not an Employment Contract. The term of this Agreement shall begin on the Effective Date and shall continue in effect, with respect to a Change in Control Date that occurs during Executive’s period of employment with the Company, and for such periods following any such Change in Control Date as expressly provided herein. Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain Executive as an employee and that this Agreement does not prevent Executive from terminating employment at any time. If Executive’s employment with the Company terminates for any reason and subsequently a Change in Control shall occur,
Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.4.
2.2Termination of Employment.
(a)If the Change in Control Date occurs, any termination of Executive’s employment by the Company or by Executive within twenty-four (24) months following the Change in Control Date (other than due to the death of Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7. Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than fifteen (15) days or more than thirty (30) days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to Executive’s Disability, or the date of Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of Section 2.2(a) regarding a Notice of Termination, the purported termination of Executive’s employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement.
(b)The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.
(c)Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), Executive shall be entitled to a hearing before the Board at which Executive may, at Executive’s election, be represented by counsel and at which Executive shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than fifteen (15) days prior written notice to Executive stating the Board’s intention to terminate Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitutes Cause for termination.
(d)Any Notice of Termination for Good Reason given by Executive must be given within 90 days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.
3.Benefits to Executive.
3.1Compensation. If the Change in Control Date occurs and Executive’s employment with the Company terminates within twenty-four (24) months following the Change in Control Date, Executive shall be entitled to the following benefits:
(a)Termination Without Cause or for Good Reason. If Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by Executive for Good Reason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to the following benefits:
(i)except to the extent specifically provided otherwise below or required by applicable law, the Company shall pay to Executive a lump-sum cash payment on the Release Effective Date in the aggregate of the following amounts:
(1)an amount equal to (a) two (2) multiplied by (b) the sum of (x) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and
(2)Executive’s accrued but unpaid Base Salary through the Date of Termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (ii) any previously awarded but unpaid Annual Bonus for a completed calendar year prior to the Date of Termination (collectively, the “Accrued Obligations”);
(ii)the Company will also pay Executive a payment equal to the product of (A) the Annual Bonus, if any, that Executive would have earned for the calendar year in which the Date of Termination occurs, based on achievement of the applicable performance goals for such calendar year as uniformly applies to other executives who remain employed by the Company and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the calendar year of termination and the denominator of which is the number of days in such calendar year (the “Pro-Rata Bonus”). This amount shall be paid in one lump-sum payment on the date that annual bonuses are normally paid in the year following the applicable performance year, but in no event later than March 15 of such year;
(iii)(iii)the Company will also pay to Executive in one lump-sum taxable payment, an amount equal to (i) the employer portion of the monthly premiums that the Company would have paid for coverage of Executive and Executive’s eligible dependents under the Company’s medical, vision and dental plans, based on Executive’s level of coverage as of the Date of Termination, multiplied by (ii) twenty-four (24), subject to Sections 3.4 and 3.6; and
(iv)to the extent not previously paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive following Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Notwithstanding the foregoing, in the event of the occurrence of a transaction or event described in Section 1.3(i)-(v) of this Agreement (other than a transaction the sole purpose of which is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially similar proportions by the Persons who hold the Company’s
securities immediately before such transaction) that does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), such event shall nevertheless be treated as a Change in Control for all purposes of this Agreement (including, for the avoidance of doubt, the definition of Change in Control Date set forth in Section 1.4 of this Agreement) and if Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability, or death) or by Executive for Good Reason within twenty-four (24) months following the Change in Control Date relating to such event, the Executive shall be entitled to the benefits described in this Section 3.1(a) provided that the payment of the amount described in Section 3.1(a)(i)(1) shall be paid in substantially equal installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months.
(b)Resignation without Good Reason; Termination for Cause or by Reason of Death or Disability. If Executive voluntarily terminates Executive’s employment with the Company within twenty-four (24) months following the Change in Control Date, excluding a termination for Good Reason, or if Executive’s employment with the Company is terminated by reason of Executive’s death or Disability within twenty-four (24) months following the Change in Control Date, then the Company shall (i) pay Executive (or Executive’s estate, if applicable), a lump sum cash payment within thirty (30) days after the Date of Termination, in an amount equal to the Accrued Obligations and (ii) timely pay or provide to Executive the Other Benefits.
3.2Equity Compensation. For the avoidance of doubt, in addition to the rights and benefits otherwise provided under this Agreement, Executive shall be entitled to all rights and benefits set forth under any of the Company’s equity compensation plans (and applicable award agreements), including upon a Change in Control, which shall be governed by the terms and conditions of such plans and award agreements.
3.3Parachute Payments. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of any equity or incentive awards held by Executive) or otherwise would be subject to the excise tax imposed by Section 4999 of the Code, then Executive shall be entitled to receive (A) the greatest amount so that no portion the payments shall be an excess parachute payment (the “Limited Amount”), or (B) if the amount of payments otherwise paid or provided (without regard to clause (A)) reduced by all taxes applicable thereto (including, for the avoidance of doubt, the excise tax imposed by Section 4999 of the Code) would be greater than the Limited Amount reduced by all taxes applicable thereto, then the amount of payments shall be the amount otherwise payable. Any reductions described in the preceding sentence shall be done in the manner that is least economically disadvantageous to Executive. Where the decision to cut back between two amounts is economically equivalent, but the amounts are payable at different times, the amounts will be reduced on a pro rata basis.
3.4Compliance with Section 409A.
(a)Six-Month Delay for Specified Employees. If any payment, compensation or other benefit provided to Executive in connection with Executive’s employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after Executive’s employment is terminated (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of termination and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.
(b)Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent. If and to the extent that any payment or benefit under this Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the Code and is payable to Executive by reason of Executive’s termination of employment, then such payment or benefit shall be made or provided to Executive only upon a “separation from service” as defined for purposes of Section 409A of the Code. Each severance payment under this Agreement will be considered a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code. In no event will the Company or its affiliates be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
3.5Mitigation. Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 3 by seeking other employment or otherwise. Further, except as provided in Section 3.1(a)(iii) with regard to health benefits, the amount of any payment or benefits provided for in this Section 3 shall not be reduced by any compensation earned by Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company or otherwise.
3.6Release.
(a)As a condition precedent to receiving the payments and benefits as provided in Section 3.1, Executive agrees to execute (and not revoke) a general release of claims (the “Release”), in the form attached as Exhibit A hereto. If Executive fails to execute and deliver the Release, or revokes the Release, Executive agrees that he shall not be entitled to receive the payments and benefits described in Section 3.1. For purposes of this Agreement, the Release shall be considered to have been executed by Executive if it is signed by Executive’s legal
representative in the case of legal incompetence or on behalf of Executive’s estate in the case of Executive’s death.
(b)Payment of any amounts described hereunder that are subject to the Release will begin on the 60th day following the Date of Termination (the “Release Effective Date”), with the first such payment to include any amounts attributable to payroll intervals occurring prior to such date, provided, however, that, to the extent that the payments are exempt from Section 409A, such exempt payments shall be made beginning with the first payroll date following the effectiveness of the Release.
4.Restrictive Covenant Agreement. In consideration of Executive’s employment by the Company and the rights and benefits of Employee provided by the Agreement, on the Effective Date, Employee will enter into the Restrictive Covenant Agreement in the form attached as Exhibit B hereto.
5.Dispute Resolution.
5.1Governing Law/Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement or Executive’s employment with the Company shall be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, each party shall pay all of its own costs and expenses. Notwithstanding the foregoing, any action for injunctive relief under Section 2 of the Restrictive Covenants Agreement shall be settled exclusively by a state or Federal court located in New York, New York.
5.2Expenses. Promptly upon request, but no later than 90 days after the fees and expenses are incurred, the Company shall pay all reasonable legal fees and related expenses incurred by Executive in connection with the Agreement following a Change in Control of the Company including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking advice with respect to the matters set forth in Section 3.3 or in seeking to obtain or enforce any right or benefit provided by this Agreement.
6.Successors.
6.1Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined
above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.
6.2Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive or Executive’s family hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of Executive’s estate.
7.Notice. All notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed, to Executive at the address on record with the Company, or to the Company directed to the attention of the Chairman or the Board or the President of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon receipt.
8.Miscellaneous.
8.1Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
8.2Waivers. No waiver by Executive at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.
8.3Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.
8.4Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.
8.5Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.
8.6Amendments. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first set forth above.
ARROW ELECTRONICS, INC.
Dated: July 31, 2026By: /s/ Gretchen Zech
Name: Gretchen Zech
Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer
EXECUTIVE
/s/ Deidra C. Merriwether
Deidra C. Merriwether
EXHIBIT A1
RELEASE OF CLAIMS
EXECUTIVE_NAME (“Executive”) hereby executes this Release of Claims (this “Release”) as of the date hereof, pursuant to the terms of the Executive Change in Control Retention Agreement of Arrow Electronics, Inc. (the “Company”), as in effect on the date hereof (the “Change in Control Agreement”). As of the date hereof, Executive and the Company have also entered into a Noncompetition and Restrictive Covenants Agreement (the “Restrictive Covenants Agreement”) pursuant to the terms of the Change in Control Agreement.
| 1. | Executive Change in Control Agreement |
Executive has been terminated from employment with the Company under circumstances that entitle Executive to certain rights and benefits under the Change in Control Agreement, subject to the terms of this Release. The rights and benefits of Executive under the Change in Control Agreement are in consideration of and subject to Executive’s execution, nonrevocation, and compliance with the terms of this Release.
2.Release of Claims by Executive
a.With the intention of binding Executive and Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm, or other tort, (iv) for any violation of applicable federal, state, or local labor and employment laws (including all laws concerning unlawful and unfair
1 Note: The Company may revise this release in its sole discretion to reflect changes in law, additional statutes or claims, benefits, or Executive’s circumstances, so that the Company receives the benefit of the most complete release of claims that is legally permissible (without releasing Executive’s right to receive the severance benefits set forth in the Employment Agreement), and that the Company may also change the timing, if required, to obtain such release.
labor and employment practices) and (v) for employment discrimination under any applicable federal, state, or local statute, provision, order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:
1. |
any right arising under or preserved by, this Release or the Change in Control Agreement; |
2. |
any claim related solely to Executive’s status as an equityholder of the Company or any affiliate thereof; |
3. |
for avoidance of doubt, any right to indemnification under (i) applicable law, (ii) the Change in Control Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party, (iv) any other agreement between Executive and a Company Released Party or (v) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or |
b.No Executive Releasor shall file or cause to be filed any action, suit, claim, charge or proceeding with any governmental agency, court or tribunal relating to any Released Claim within the scope of this Section 2.
c.In the event any action, suit, claim, charge, or proceeding within the scope of this Section 2 is brought by any government agency, putative class representative or other third Party to vindicate any alleged rights of Executive, (i) Executive shall, except to the extent required or compelled by law, legal process or subpoena, refrain from participating, testifying or producing documents therein, and (ii) all damages, inclusive of attorneys’ fees, if any, are required to be paid to Executive by the Company as a consequence of such action, suit, claim, charge, or proceeding, shall be repaid to the Company by Executive within ten (10) calendar days of Executive’s receipt thereof.
d.The amounts and other benefits set forth in the Change in Control Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and nonrevocation of this Release and Executive’s agreements and covenants contained in the Restrictive Covenants Agreement. Executive acknowledges and agrees that the release of claims set forth in this Section 2 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
e.The release of claims set forth in this Section 2 applies to any relief in respect of any Released Claim of any kind, no matter how called, including wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. Executive specifically acknowledges that Executive’s acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of Executive’s rights, claims, and causes of action under Title VII, ADEA, and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law Executive is not permitted to waive.
3.Voluntary Execution of Agreement.
BY EXECUTIVE’S SIGNATURE BELOW, EXECUTIVE ACKNOWLEDGES THAT:
a.EXECUTIVE HAS RECEIVED A COPY OF THIS RELEASE AND WAS OFFERED A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER IT;
b.IF EXECUTIVE SIGNS THIS RELEASE PRIOR TO THE EXPIRATION OF TWENTY-ONE (21) CALENDAR DAYS, EXECUTIVE KNOWINGLY AND VOLUNTARILY WAIVES AND GIVES UP THIS RIGHT OF REVIEW;
c.EXECUTIVE HAS THE RIGHT TO REVOKE THIS RELEASE FOR A PERIOD OF SEVEN (7) CALENDAR DAYS AFTER EXECUTIVE SIGNS IT BY MAILING OR DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH CALENDAR DAY AFTER THE DAY ON WHICH EXECUTIVE SIGNED THIS RELEASE;
d.THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE FOREGOING SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT THE RELEASE HAVING BEEN REVOKED;
e.THIS RELEASE WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE FOREGOING REVOCATION PERIOD REFERRED TO IN SECTION 3(c), AND FOLLOWING SUCH REVOCATION PERIOD EXECUTIVE AGREES NOT TO CHALLENGE ITS ENFORCEABILITY;
f.EXECUTIVE IS AWARE OF EXECUTIVE’S RIGHT TO CONSULT AN ATTORNEY, HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY, AND HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS RELEASE;
g.NO PROMISE OR INDUCEMENT FOR THIS RELEASE HAS BEEN MADE EXCEPT AS SET FORTH IN THE CHANGE IN CONTROL AGREEMENT AND THIS RELEASE;
h.EXECUTIVE HAS CAREFULLY READ THIS RELEASE, ACKNOWLEDGES THAT EXECUTIVE HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT OR THE CHANGE IN CONTROL AGREEMENT, AND WARRANTS AND REPRESENTS THAT EXECUTIVE IS SIGNING THIS RELEASE KNOWINGLY AND VOLUNTARILY.
[Signature page follows]
IN WITNESS WHEREOF, Executive has acknowledged, executed, and delivered this Release as of _________________.
Arrow Electronics, INC.
____________________________
EXECUTIVE:
____________________________
EXHIBIT B
RESTRICTIVE COVENANTS AGREEMENT
THIS RESTRICTIVE COVENANTS AGREEMENT (the “Agreement”) is made as of July 31, 2026 (the “Effective Date”) by and between Arrow Electronics Inc. (the “Company”) and Deidra C. Merriwether (“Executive”), pursuant to the terms of the Executive Change in Control Retention Agreement as in effect on the date hereof (the “Change in Control Agreement”).
WHEREAS, Executive acknowledges and recognizes the highly competitive nature of the business of the Company;
WHEREAS, Executive acknowledges that Executive has been and/or will be provided with access to the Company’s trade secrets and other confidential and proprietary information and will be provided with the opportunity to develop relationships with clients, prospective clients, employees, and other agents of the Company, which, in each case, Executive acknowledges and agrees constitutes valuable assets of the Company;
WHEREAS, in connection with Executive’s execution of the Change in Control Agreement, Executive agrees to be subject to the restrictive covenants as set forth in this Agreement;
NOW THEREFORE, for good and valuable consideration, including Executive’s rights under the Change in Control Agreement, as of the Effective Date, the parties agree as follows:
| 1. | Restrictive Covenants. |
| 2. | Enforcement. |
| 4. | General Terms. |
[Signature page follows]
IN WITNESS WHEREOF, the Company and Executive have acknowledged, executed and delivered this Agreement as of the date noted below. In addition, Executive must review and sign the “Notice of Covenant Not to Compete for Colorado Employees” which is attached hereto.
ARROW ELECTRONICS, INC.
/s/ Gretchen Zech
Gretchen Zech
Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer
EXECUTIVE:
/s/ Deidra C. Merriwether 7/31/2026
Deidra C. Merriwether DATE
ADDENDUM
*****
Notice of Covenant Not to Compete for Colorado Employees
Pursuant to Colo. Rev. Stat. § 8-2-113, you are hereby notified that as a condition of employment or continued employment with Arrow Electronics Inc. (the “Company”) you are required to execute the Restrictive Covenants Agreement (the “Agreement”) included with this Notice. The Agreement contains a covenant not to compete that could restrict your options for subsequent employment following your separation from employment with the Company. The covenant not to compete is contained in Section 1(b) of the Agreement.
By signing below, you acknowledge that you received this Notice prior to accepting the Company’s offer of employment. If you are currently employed by the Company, you acknowledge that the effective date of the covenant not to compete contained in Section 1 of the Agreement will take effect fourteen (14) days after you were provided this Notice.
|
|
Date: 7/31/2026___________ |
By: /s/ Deidra C. Merriwether Deidra C. Merriwether |
|
|
Exhibit 99.1
Arrow Electronics Reports Strong Second-Quarter 2026 Results
--Total Revenue of $10.0 billion, up 32% Year-over-Year, Above High End of Guidance--
--Diluted earnings Per Share of $5.26 and Non-GAAP Earnings Per Share of $5.45, Both Above High End of Guidance--
CENTENNIAL, Colo.--(BUSINESS WIRE)- Aug. 6, 2026--Arrow Electronics, Inc. (NYSE:ARW) today announced financial results for its second quarter of 2026.
“Arrow delivered another strong quarter, underpinned by meaningful year-over-year growth in revenue, profit margin and earnings per share, all of which exceeded expectations,” said Bill Austen, Arrow’s interim president and chief executive officer. “Both our Global Components and Global Enterprise Computing Solutions businesses continue to demonstrate strong strategic execution, supported by healthy demand across regions, end markets and customer segments. Book-to-bill ratios remain well above parity, and our backlog continues to build in both size and duration.”
“Our results are the tangible outcome of the dedication, effort, decisions, and tradeoffs put forward by everyone at Arrow. The results also reinforce our belief in the strength of our business and our ability to continue delivering profitable growth. Together with our higher-margin, value-added offerings, scalable operating model and focused capital allocation strategy, we believe Arrow is well positioned to create long-term value for our suppliers, customers and shareholders.”
Arrow Consolidated | ||||||||||||||||||
|
|
Quarter Ended |
|
Six Months Ended |
||||||||||||||
|
|
|
July 4, |
|
|
June 28, |
|
|
|
|
|
July 4, |
|
|
June 28, |
|
|
|
(in millions except per share data) |
|
|
2026 |
|
|
2025 |
|
Change |
|
|
|
2026 |
|
|
2025 |
|
Change |
|
Consolidated sales |
|
$ |
9,992 |
|
$ |
7,580 |
|
32 |
% |
|
$ |
19,466 |
|
$ |
14,394 |
|
35 |
% |
Net income attributable to shareholders |
|
|
273 |
|
|
188 |
|
45 |
% |
|
|
508 |
|
|
267 |
|
90 |
% |
Net income per diluted share |
|
|
5.26 |
|
|
3.59 |
|
47 |
% |
|
|
9.81 |
|
|
5.09 |
|
93 |
% |
Non-GAAP net income attributable to shareholders (1) |
|
|
283 |
|
|
127 |
|
122 |
% |
|
|
553 |
|
|
222 |
|
149 |
% |
Non-GAAP net income per diluted share (1) |
|
|
5.45 |
|
|
2.43 |
|
124 |
% |
|
|
10.67 |
|
|
4.23 |
|
152 |
% |
In the second quarter of 2026, sales increased 32 percent year over year and increased 30 percent year over year on a constant currency basis. Changes in foreign currencies had a positive impact on growth of $93.5 million on sales and $0.09 on earnings per share on a diluted basis compared to the second quarter of 2025.
Global Components | ||||||||||||||||||
|
|
Quarter Ended |
|
Six Months Ended |
||||||||||||||
|
|
|
July 4, |
|
|
June 28, |
|
|
|
|
|
July 4, |
|
|
June 28, |
|
|
|
(in millions) |
|
|
2026 |
|
|
2025 |
|
Change |
|
|
|
2026 |
|
|
2025 |
|
Change |
|
Global Components sales |
|
$ |
7,366 |
|
$ |
5,285 |
|
39 |
% |
|
$ |
14,006 |
|
$ |
10,063 |
|
39 |
% |
Global Components operating income |
|
|
396 |
|
|
187 |
|
112 |
% |
|
|
760 |
|
|
358 |
|
112 |
% |
Global Components non-GAAP operating income (1) |
|
|
397 |
|
|
189 |
|
110 |
% |
|
|
762 |
|
|
362 |
|
111 |
% |
In the second quarter of 2026, Global Components sales increased 39 percent year over year and increased 38 percent year over year on a constant currency basis. Americas Components second-quarter sales increased 44 percent year over year. EMEA Components second-quarter sales increased 36 percent year over year and increased 32 percent year over year on a constant currency basis. Asia-Pacific Components second-quarter sales increased 38 percent year over year and increased 37 percent year over year on a constant currency basis.
|
|
1 |
Global Enterprise Computing Solutions ("ECS") | ||||||||||||||||||
|
|
Quarter Ended |
|
Six Months Ended |
||||||||||||||
|
|
|
July 4, |
|
|
June 28, |
|
|
|
|
|
July 4, |
|
|
June 28, |
|
|
|
(in millions) |
|
|
2026 |
|
|
2025 |
|
Change |
|
|
|
2026 |
|
|
2025 |
|
Change |
|
Global ECS sales |
|
$ |
2,627 |
|
$ |
2,295 |
|
14 |
% |
|
$ |
5,460 |
|
$ |
4,331 |
|
26 |
% |
Global ECS operating income |
|
|
85 |
|
|
97 |
|
(12) |
% |
|
|
189 |
|
|
174 |
|
9 |
% |
Global ECS non-GAAP operating income (1) |
|
|
86 |
|
|
98 |
|
(12) |
% |
|
|
191 |
|
|
176 |
|
8 |
% |
In the second quarter of 2026, Global ECS sales increased 14 percent year over year and increased 13 percent year over year on a constant currency basis. Global ECS gross billings increased 14 percent year over year. Global ECS second-quarter operating income and non-GAAP operating income decreased 12 percent year over year. EMEA ECS second-quarter sales increased 20 percent year over year and increased 17 percent year over year on a constant currency basis. Americas ECS second-quarter sales increased 8 percent year over year.
Other Financial Information
In the second quarter of 2026, Arrow generated $318 million of cash flow from operations partly due to the timing of cash flows within Global Components supply chain services offerings. Arrow also repurchased $43 million of shares in the second quarter of 2026.
1 A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the reconciliation tables included herein.
|
|
2 |
Third-Quarter 2026 Outlook
| ● | Consolidated sales of $9.60 billion to $10.20 billion, with Global Components sales of $7.50 billion to $7.90 billion, and Global ECS sales of $2.10 billion to $2.30 billion |
| ● | Net income per share on a diluted basis of $4.72 to $4.92, and non-GAAP net income per share on a diluted basis of $4.83 to $5.03 |
| ● | Average tax rate in the range of 23 percent to 25 percent |
| ● | Interest expense of approximately $50 million |
| ● | Changes in foreign currencies to decrease sales by approximately $27 million, and earnings per share on a diluted basis by $0.01 compared to the third quarter of 2025 |
| ● | Changes in foreign currencies to decrease quarter-over-quarter growth in sales by $50 million, and earnings per share on a diluted basis to decrease by $0.04 compared to the second quarter of 2026 |
Third-Quarter 2026 GAAP to non-GAAP Outlook Reconciliation | ||||||||||||||||
NON-GAAP SALES RECONCILIATION | ||||||||||||||||
|
|
Quarter Ended |
|
|
|
Quarter Ended |
|
|
||||||||
|
|
October 3, |
|
September 27, |
|
|
|
October 3, |
|
July 4, |
|
|
||||
(in billions) |
|
2026 |
|
2025 |
|
% Change |
|
2026 |
|
2026 |
|
% Change |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Components sales, GAAP |
|
$ |
$7.50 - 7.90 |
|
$ |
5.56 |
|
35% - 42% |
|
$ |
$7.50 - 7.90 |
|
$ |
7.37 |
|
2% - 7% |
Impact of changes in foreign currencies |
|
|
— |
|
|
(0.01) |
|
|
|
|
— |
|
|
(0.03) |
|
|
Global Components sales, constant currency |
|
$ |
$7.50 - 7.90 |
|
$ |
5.55 |
|
35% - 42% |
|
$ |
$7.50 - 7.90 |
|
$ |
7.34 |
|
2% - 8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global ECS sales, GAAP |
|
$ |
$2.10 - 2.30 |
|
$ |
2.16 |
|
(3)% - 7% |
|
$ |
$2.10 - 2.30 |
|
$ |
2.63 |
|
(20)% - (12)% |
Impact of changes in foreign currencies |
|
|
— |
|
|
(0.02) |
|
|
|
|
— |
|
|
(0.02) |
|
|
Global ECS sales, constant currency |
|
$ |
$2.10 - 2.30 |
|
$ |
2.14 |
|
(2)% - 8% |
|
$ |
$2.10 - 2.30 |
|
$ |
2.61 |
|
(19)% - (12)% |
NON-GAAP EARNINGS RECONCILIATION | ||||||||||||
|
|
|
Reported |
|
Intangible amortization |
|
Restructuring & |
|
|
|
||
|
|
|
GAAP measure |
|
expense |
|
integration charges |
|
|
Non-GAAP measure |
||
Net income per diluted share |
|
|
$4.72 to $4.92 |
|
|
$0.07 |
|
|
$0.04 |
|
|
$4.83 to $5.03 |
|
|
3 |
Earnings Presentation
Please refer to the earnings presentation, which can be found at investor.arrow.com, as a supplement to the company’s earnings release. The company may use this website as a means of disclosing material, non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the website noted above, in addition to following the company’s press releases, SEC filings, and public conference calls and webcasts.
Webcast and Conference Call Information
Arrow Electronics will host a conference call to discuss second-quarter 2026 financial results on Aug. 6, 2026, at 4:30 p.m. ET.
A live webcast of the conference call will be available via the events section of investor.arrow.com or by accessing the webcast link directly at https://events.q4inc.com/attendee/235232794. Shortly after the conclusion of the conference call, a webcast replay will be available on the Arrow website for one year.
About Arrow Electronics
Arrow Electronics (NYSE:ARW) sources and engineers technology solutions for thousands of leading manufacturers and service providers. With global 2025 sales of $30.9 billion, Arrow’s portfolio enables technology across major industries and markets. Learn more at arrow.com.
Key Business Metrics
Management uses gross billings as an operational metric to monitor operating performance of its Global ECS reportable segment, including sales performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the Global ECS business. The company uses this key metric to develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. Gross billings represent amounts invoiced to customers for goods and services during a specified period and do not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. The use of gross billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue.
Information Relating to Forward-Looking Statements
This press release includes “forward-looking statements,” as the term is defined under the federal securities laws. Forward-looking statements are those statements which are not statements of historical or current fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “would,” “could,” “believes,” “seeks,” “projected,” “potential,” “estimates,” and similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions or changes, including those that may occur in connection with recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; impacts of military conflict and sanctions; political instability and changes; trade protection measures, tariffs, increased trade tensions, trade agreements and policies, and other restrictions, duties, and value-added taxes, and the associated macroeconomic impacts; disruptions, shortages, or inefficiencies in the supply chain; non-compliance with certain laws, regulations, or executive orders, such as trade, export, antitrust, and anti-corruption laws, or regulatory restrictions relating to the company or its subsidiaries or the permissibility of third-parties to transact therewith; the inability to realize sufficient sales to cover non-cancellable purchase obligations under certain ECS distribution agreements; changes in relationships with key suppliers; management transitions, including the company’s search for a permanent CEO; changes in product supply, pricing, and customer demand; increased profit-margin pressure resulting from industry conditions, competition, or other factors; other vagaries in the Global Components and the Global ECS markets; changes to applicable laws, regulations, executive orders, or rules relating to government contractors and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues; commercial disputes, patent infringement claims, product liability lawsuits, or other legal proceedings; foreign tax and other loss contingencies; failure, disruption, or compromise of the company’s information systems or those of a third-party service provider, including unauthorized use or disclosure of company, supplier, or customer information; outbreaks, epidemics, pandemics, or public health crises; the effects of natural or man-made catastrophic events; and the company’s ability to generate positive cash flow. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company's most recent Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned
|
|
4 |
not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.
Certain Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), the company also provides certain non-GAAP financial information. The company provides the following non-GAAP metrics: sales, gross profit, operating income (including by business segment), income before income taxes, provision for income taxes, consolidated net income, noncontrolling interests, net income attributable to shareholders, effective tax rate, and net income per share on a diluted basis. The foregoing non-GAAP measures are adjusted by certain of the following, as applicable: impact of changes in foreign currencies (referred to as “changes in foreign currencies” or “on a constant currency basis”) by re-translating prior-period results at current period foreign exchange rates; identifiable intangible asset amortization; restructuring, integration, and other; net gains (losses) on investments; inventory recoveries related to the wind down of a business within Global Components (“impact of wind down”); tax adjustments related to the wind down of a business; and employee severance and benefits costs not related to restructuring initiative presented in cost of sales. Management believes that providing this additional information is useful to the reader to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, in conjunction with, and not as a substitute for, data presented in accordance with GAAP.
Contacts |
|
|
Investors: |
|
Michael Nelson, |
|
|
Vice President, Investor Relations |
|
|
720-654-9893 |
|
|
|
Media: |
|
John Hourigan, |
|
|
Vice President, Public Affairs and Corporate Marketing |
|
|
303-824-4586 |
|
|
5 |
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
|
|
Quarter Ended |
|
Six Months Ended |
||||||||
|
|
|
July 4, 2026 |
|
|
June 28, 2025 |
|
|
July 4, 2026 |
|
|
June 28, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
9,992,237 |
|
$ |
7,579,947 |
|
$ |
19,465,785 |
|
$ |
14,393,964 |
Cost of sales |
|
|
8,867,028 |
|
|
6,731,290 |
|
|
17,250,116 |
|
|
12,771,315 |
Gross profit |
|
|
1,125,209 |
|
|
848,657 |
|
|
2,215,669 |
|
|
1,622,649 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
|
688,138 |
|
|
600,990 |
|
|
1,344,279 |
|
|
1,163,306 |
Depreciation and amortization |
|
|
35,599 |
|
|
35,162 |
|
|
71,652 |
|
|
70,972 |
Restructuring, integration, and other |
|
|
24,139 |
|
|
21,919 |
|
|
60,803 |
|
|
39,232 |
|
|
|
747,876 |
|
|
658,071 |
|
|
1,476,734 |
|
|
1,273,510 |
Operating income |
|
|
377,333 |
|
|
190,586 |
|
|
738,935 |
|
|
349,139 |
Equity in earnings (losses) of affiliated companies |
|
|
2,065 |
|
|
(659) |
|
|
2,961 |
|
|
661 |
Gain on investments, net |
|
|
12,044 |
|
|
103,976 |
|
|
6,252 |
|
|
104,116 |
Post-retirement expense |
|
|
(999) |
|
|
(664) |
|
|
(1,961) |
|
|
(1,286) |
Interest and other financing expense, net |
|
|
(37,297) |
|
|
(60,283) |
|
|
(85,781) |
|
|
(116,465) |
Income before income taxes |
|
|
353,146 |
|
|
232,956 |
|
|
660,406 |
|
|
336,165 |
Provision for income taxes |
|
|
80,311 |
|
|
45,934 |
|
|
151,541 |
|
|
69,279 |
Consolidated net income |
|
|
272,835 |
|
|
187,022 |
|
|
508,865 |
|
|
266,886 |
Noncontrolling interests |
|
|
124 |
|
|
(727) |
|
|
1,048 |
|
|
(583) |
Net income attributable to shareholders |
|
$ |
272,711 |
|
$ |
187,749 |
|
$ |
507,817 |
|
$ |
267,469 |
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
5.32 |
|
$ |
3.62 |
|
$ |
9.90 |
|
$ |
5.14 |
Diluted |
|
$ |
5.26 |
|
$ |
3.59 |
|
$ |
9.81 |
|
$ |
5.09 |
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
51,306 |
|
|
51,856 |
|
|
51,314 |
|
|
52,057 |
Diluted |
|
|
51,867 |
|
|
52,342 |
|
|
51,787 |
|
|
52,504 |
|
|
6 |
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
(Unaudited)
|
|
|
July 4, |
|
|
December 31, |
|
|
|
2026 |
|
|
2025 |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
244,631 |
|
$ |
306,467 |
Accounts receivable, net |
|
|
28,008,735 |
|
|
19,738,666 |
Inventories |
|
|
5,939,587 |
|
|
5,081,863 |
Other current assets |
|
|
796,035 |
|
|
533,035 |
Total current assets |
|
|
34,988,988 |
|
|
25,660,031 |
Property, plant, and equipment, at cost: |
|
|
|
|
|
|
Land |
|
|
5,691 |
|
|
5,691 |
Buildings and improvements |
|
|
205,840 |
|
|
199,433 |
Machinery and equipment |
|
|
1,728,678 |
|
|
1,715,415 |
|
|
|
1,940,209 |
|
|
1,920,539 |
Less: Accumulated depreciation and amortization |
|
|
(1,479,390) |
|
|
(1,445,889) |
Property, plant, and equipment, net |
|
|
460,819 |
|
|
474,650 |
Investments in affiliated companies |
|
|
62,149 |
|
|
59,315 |
Intangible assets, net |
|
|
67,514 |
|
|
77,022 |
Goodwill |
|
|
2,109,446 |
|
|
2,120,071 |
Other assets |
|
|
687,765 |
|
|
687,049 |
Total assets |
|
$ |
38,376,681 |
|
$ |
29,078,138 |
LIABILITIES AND EQUITY |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
27,107,855 |
|
$ |
17,383,796 |
Accrued expenses |
|
|
1,516,824 |
|
|
1,461,261 |
Short-term borrowings, including current portion of long-term debt |
|
|
117,539 |
|
|
341 |
Total current liabilities |
|
|
28,742,218 |
|
|
18,845,398 |
Long-term debt |
|
|
2,053,041 |
|
|
3,084,715 |
Other liabilities |
|
|
502,541 |
|
|
489,326 |
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
Common stock, par value $1: |
|
|
|
|
|
|
Authorized - 160,000 shares in both 2026 and 2025 |
|
|
|
|
|
|
Issued - 56,094 and 55,838 shares in 2026 and 2025, respectively |
|
|
56,094 |
|
|
55,838 |
Capital in excess of par value |
|
|
613,560 |
|
|
586,993 |
Treasury stock (5,119 and 4,768 shares in 2026 and 2025, respectively), at cost |
|
|
(554,346) |
|
|
(483,571) |
Retained earnings |
|
|
7,059,909 |
|
|
6,552,092 |
Accumulated other comprehensive loss |
|
|
(170,036) |
|
|
(126,640) |
Total shareholders’ equity |
|
|
7,005,181 |
|
|
6,584,712 |
Noncontrolling interests |
|
|
73,700 |
|
|
73,987 |
Total equity |
|
|
7,078,881 |
|
|
6,658,699 |
Total liabilities and equity |
|
$ |
38,376,681 |
|
$ |
29,078,138 |
|
|
7 |
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Quarter Ended |
||||
|
|
July 4, 2026 |
|
June 28, 2025 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Consolidated net income: |
|
$ |
272,835 |
|
$ |
187,022 |
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
35,599 |
|
|
35,162 |
Amortization of stock-based compensation |
|
|
12,816 |
|
|
11,641 |
Equity in earnings of affiliated companies |
|
|
(2,065) |
|
|
659 |
Deferred income taxes |
|
|
2,649 |
|
|
11,092 |
Loss on dispostions of businesses, net |
|
|
14,264 |
|
|
— |
Gain on investments, net |
|
|
(11,917) |
|
|
(103,863) |
Other |
|
|
289 |
|
|
376 |
Change in assets and liabilities |
|
|
|
|
|
|
Accounts receivable, net |
|
|
(2,058,576) |
|
|
(2,627,707) |
Inventories |
|
|
(219,734) |
|
|
108,833 |
Accounts payable |
|
|
2,364,684 |
|
|
2,200,976 |
Accrued expenses |
|
|
105,671 |
|
|
(2,027) |
Other assets and liabilities |
|
|
(198,166) |
|
|
(28,060) |
Net cash provided by (used for) operating activities |
|
|
318,349 |
|
|
(205,896) |
Cash flows from investing activities: |
|
|
|
|
|
|
Acquisition of property, plant, and equipment |
|
|
(21,138) |
|
|
(18,618) |
Proceeds from settlement of net investment hedges |
|
|
— |
|
|
24,858 |
Proceeds from sale of investments in equity securities |
|
|
— |
|
|
100,000 |
Net cash (used for) provided by investing activities |
|
|
(21,138) |
|
|
106,240 |
Cash flows from financing activities: |
|
|
|
|
|
|
Change in short-term and other borrowings |
|
|
4,581 |
|
|
274,187 |
(Repayments of) proceeds from long-term bank borrowings, net |
|
|
(300,074) |
|
|
50,566 |
Redemption of notes |
|
|
— |
|
|
(350,000) |
Proceeds from exercise of stock options |
|
|
5,393 |
|
|
2,299 |
Repurchases of common stock |
|
|
(41,855) |
|
|
(50,736) |
Other |
|
|
(153) |
|
|
(148) |
Net cash used for financing activities |
|
|
(332,108) |
|
|
(73,832) |
Effect of exchange rate changes on cash |
|
|
(6,984) |
|
|
163,576 |
Net decrease in cash and cash equivalents |
|
|
(41,881) |
|
|
(9,912) |
Cash and cash equivalents at beginning of period |
|
|
286,512 |
|
|
231,882 |
Cash and cash equivalents at end of period |
|
$ |
244,631 |
|
$ |
221,970 |
|
|
8 |
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended |
||||
|
|
July 4, 2026 |
|
June 28, 2025 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Consolidated net income: |
|
$ |
508,865 |
|
$ |
266,886 |
Adjustments to reconcile consolidated net income to net cash provided by operations: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
71,652 |
|
|
70,972 |
Amortization of stock-based compensation |
|
|
22,415 |
|
|
30,200 |
Equity in earnings of affiliated companies |
|
|
(2,961) |
|
|
(661) |
Deferred income taxes |
|
|
12,403 |
|
|
5,251 |
Loss on disposition of businesses, net |
|
|
22,830 |
|
|
— |
Gain on investments, net |
|
|
(6,046) |
|
|
(103,895) |
Other |
|
|
(173) |
|
|
(302) |
Change in assets and liabilities: |
|
|
|
|
|
|
Accounts receivable, net |
|
|
(8,338,902) |
|
|
(1,896,481) |
Inventories |
|
|
(876,277) |
|
|
46,449 |
Accounts payable |
|
|
9,755,373 |
|
|
1,949,919 |
Accrued expenses |
|
|
112,581 |
|
|
(81,710) |
Other assets and liabilities |
|
|
(263,659) |
|
|
(140,845) |
Net cash provided by operating activities |
|
|
1,018,101 |
|
|
145,783 |
Cash flows from investing activities: |
|
|
|
|
|
|
Acquisition of property, plant, and equipment |
|
|
(53,246) |
|
|
(43,597) |
Proceeds from settlement of net investment hedges |
|
|
— |
|
|
24,858 |
Proceeds from sale of investments in equity securities |
|
|
— |
|
|
100,000 |
Net cash (used for) provided by investing activities |
|
|
(53,246) |
|
|
81,261 |
Cash flows from financing activities: |
|
|
|
|
|
|
Change in short-term and other borrowings |
|
|
7,262 |
|
|
454,803 |
Repayments of long-term bank borrowings, net |
|
|
(923,170) |
|
|
(413,657) |
Redemption of notes |
|
|
— |
|
|
(350,000) |
Proceeds from exercise of stock options |
|
|
10,431 |
|
|
3,203 |
Repurchases of common stock |
|
|
(75,147) |
|
|
(110,149) |
Other |
|
|
(153) |
|
|
(148) |
Net cash used for financing activities |
|
|
(980,777) |
|
|
(415,948) |
Effect of exchange rate changes on cash |
|
|
(45,914) |
|
|
222,067 |
Net (decrease) increase in cash and cash equivalents |
|
|
(61,836) |
|
|
33,163 |
Cash and cash equivalents at beginning of period |
|
|
306,467 |
|
|
188,807 |
Cash and cash equivalents at end of period |
|
$ |
244,631 |
|
$ |
221,970 |
|
|
9 |
ARROW ELECTRONICS, INC.
ECS Gross Billings
(In thousands)
(Unaudited)
Global Enterprise Computing Solutions - Gross Billings(1) | ||||||||||||||||||
|
|
Quarter Ended |
|
Six Months Ended |
||||||||||||||
|
|
|
July 4, |
|
|
June 28, |
|
|
|
|
|
July 4, |
|
|
June 28, |
|
|
|
|
|
|
2026 |
|
|
2025 |
|
% Change |
|
|
|
2026 |
|
|
2025 |
|
% Change |
|
Gross billings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas ECS |
|
$ |
2,693,364 |
|
$ |
2,543,759 |
|
6 |
% |
|
$ |
5,652,975 |
|
$ |
4,851,496 |
|
17 |
% |
EMEA ECS |
|
|
3,162,931 |
|
|
2,596,209 |
|
22 |
% |
|
|
6,636,643 |
|
|
4,927,426 |
|
35 |
% |
Global ECS |
|
$ |
5,856,295 |
|
$ |
5,139,968 |
|
14 |
% |
|
$ |
12,289,618 |
|
$ |
9,778,922 |
|
26 |
% |
| (1) | Refer to page 4 for discussion about key business metrics. Gross billings are not a substitute for revenue. |
b
|
|
10 |
ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
|
|
Quarter Ended |
|
|
|
||||
|
|
July 4, 2026 |
|
June 28, 2025 |
|
% Change |
|
||
|
|
|
|
|
|
|
|
|
|
Consolidated sales, as reported |
|
$ |
9,992,237 |
|
$ |
7,579,947 |
|
31.8 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
93,482 |
|
|
|
Consolidated sales, constant currency |
|
$ |
9,992,237 |
|
$ |
7,673,429 |
|
30.2 |
% |
|
|
|
|
|
|
|
|
|
|
Global Components sales, as reported |
|
$ |
7,365,625 |
|
$ |
5,284,898 |
|
39.4 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
58,847 |
|
|
|
Global Components sales, constant currency |
|
$ |
7,365,625 |
|
$ |
5,343,745 |
|
37.8 |
% |
|
|
|
|
|
|
|
|
|
|
Americas Components sales, as reported |
|
$ |
2,454,521 |
|
$ |
1,707,522 |
|
43.7 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
203 |
|
|
|
Americas Components sales, constant currency |
|
$ |
2,454,521 |
|
$ |
1,707,725 |
|
43.7 |
% |
|
|
|
|
|
|
|
|
|
|
EMEA Components sales, as reported |
|
$ |
1,938,784 |
|
$ |
1,426,944 |
|
35.9 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
45,924 |
|
|
|
EMEA Components sales, constant currency |
|
$ |
1,938,784 |
|
$ |
1,472,868 |
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
|
Asia Components sales, as reported |
|
$ |
2,972,320 |
|
$ |
2,150,432 |
|
38.2 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
12,720 |
|
|
|
Asia Components sales, constant currency |
|
$ |
2,972,320 |
|
$ |
2,163,152 |
|
37.4 |
% |
|
|
|
|
|
|
|
|
|
|
Global ECS sales, as reported |
|
$ |
2,626,612 |
|
$ |
2,295,049 |
|
14.4 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
34,635 |
|
|
|
Global ECS sales, constant currency |
|
$ |
2,626,612 |
|
$ |
2,329,684 |
|
12.7 |
% |
|
|
|
|
|
|
|
|
|
|
Americas ECS sales, as reported |
|
$ |
1,135,513 |
|
$ |
1,052,785 |
|
7.9 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
(185) |
|
|
|
Americas ECS sales, constant currency |
|
$ |
1,135,513 |
|
$ |
1,052,600 |
|
7.9 |
% |
|
|
|
|
|
|
|
|
|
|
EMEA ECS sales, as reported |
|
$ |
1,491,099 |
|
$ |
1,242,264 |
|
20.0 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
34,820 |
|
|
|
EMEA ECS sales, constant currency |
|
$ |
1,491,099 |
|
$ |
1,277,084 |
|
16.8 |
% |
|
|
11 |
ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
|
|
Six Months Ended |
|
|
|
||||
|
|
July 4, 2026 |
|
June 28, 2025 |
|
% Change |
|
||
|
|
|
|
|
|
|
|
|
|
Consolidated sales, as reported |
|
$ |
19,465,785 |
|
$ |
14,393,964 |
|
35.2 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
366,996 |
|
|
|
Consolidated sales, constant currency |
|
$ |
19,465,785 |
|
$ |
14,760,960 |
|
31.9 |
% |
|
|
|
|
|
|
|
|
|
|
Global Components sales, as reported |
|
$ |
14,005,960 |
|
$ |
10,062,620 |
|
39.2 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
213,545 |
|
|
|
Global Components sales, constant currency |
|
$ |
14,005,960 |
|
$ |
10,276,165 |
|
36.3 |
% |
|
|
|
|
|
|
|
|
|
|
Americas Components sales, as reported |
|
$ |
4,766,668 |
|
$ |
3,276,092 |
|
45.5 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
791 |
|
|
|
Americas Components sales, constant currency |
|
$ |
4,766,668 |
|
$ |
3,276,883 |
|
45.5 |
% |
|
|
|
|
|
|
|
|
|
|
EMEA Components sales, as reported |
|
$ |
3,703,963 |
|
$ |
2,766,945 |
|
33.9 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
188,215 |
|
|
|
EMEA Components sales, constant currency |
|
$ |
3,703,963 |
|
$ |
2,955,160 |
|
25.3 |
% |
|
|
|
|
|
|
|
|
|
|
Asia Components sales, as reported |
|
$ |
5,535,329 |
|
$ |
4,019,583 |
|
37.7 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
24,539 |
|
|
|
Asia Components sales, constant currency |
|
$ |
5,535,329 |
|
$ |
4,044,122 |
|
36.9 |
% |
|
|
|
|
|
|
|
|
|
|
Global ECS sales, as reported |
|
$ |
5,459,825 |
|
$ |
4,331,344 |
|
26.1 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
153,451 |
|
|
|
Global ECS sales, constant currency |
|
$ |
5,459,825 |
|
$ |
4,484,795 |
|
21.7 |
% |
|
|
|
|
|
|
|
|
|
|
Americas ECS sales, as reported |
|
$ |
2,320,563 |
|
$ |
1,962,688 |
|
18.2 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
4,550 |
|
|
|
Americas ECS sales, constant currency |
|
$ |
2,320,563 |
|
$ |
1,967,238 |
|
18.0 |
% |
|
|
|
|
|
|
|
|
|
|
EMEA ECS sales, as reported |
|
$ |
3,139,262 |
|
$ |
2,368,656 |
|
32.5 |
% |
Impact of changes in foreign currencies |
|
|
— |
|
|
148,901 |
|
|
|
EMEA ECS sales, constant currency |
|
$ |
3,139,262 |
|
$ |
2,517,557 |
|
24.7 |
% |
|
|
12 |
ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
1
Three months ended July 4, 2026 |
|
||||||||||||||||||
|
|
Reported |
|
Intangible |
|
Restructuring, |
|
Impact of |
|
|
|
|
|
|
|
||||
|
|
GAAP |
|
amortization |
|
Integration |
|
Wind |
|
|
|
|
Non-GAAP |
|
|||||
|
|
measure |
|
expense |
|
and other |
|
Down(1) |
|
|
Other(2) |
|
measure |
|
|||||
Operating income |
|
$ |
377,333 |
|
$ |
4,753 |
|
$ |
24,139 |
|
$ |
(2,970) |
|
$ |
— |
|
$ |
403,255 |
|
Income before income taxes |
|
|
353,146 |
|
|
4,753 |
|
|
24,139 |
|
|
(2,970) |
|
|
(12,044) |
|
|
367,024 |
|
Provision for income taxes |
|
|
80,311 |
|
|
1,162 |
|
|
6,752 |
|
|
(944) |
|
|
(2,892) |
|
|
84,389 |
|
Consolidated net income |
|
|
272,835 |
|
|
3,591 |
|
|
17,387 |
|
|
(2,026) |
|
|
(9,152) |
|
|
282,635 |
|
Noncontrolling interests |
|
|
124 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
124 |
|
Net income attributable to shareholders |
|
$ |
272,711 |
|
$ |
3,591 |
|
$ |
17,387 |
|
$ |
(2,026) |
|
$ |
(9,152) |
|
$ |
282,511 |
|
Net income per diluted share (5) |
|
$ |
5.26 |
|
$ |
0.07 |
|
$ |
0.34 |
|
$ |
(0.04) |
|
$ |
(0.18) |
|
$ |
5.45 |
|
Effective tax rate (6) |
|
|
22.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.0 |
% |
Three months ended June 28, 2025 |
|
||||||||||||||||||
|
|
Reported |
|
Intangible |
|
Restructuring, |
|
Impact of |
|
|
|
|
|
|
|
||||
|
|
GAAP |
|
amortization |
|
Integration |
|
Wind |
|
|
|
|
Non-GAAP |
|
|||||
|
|
measure |
|
expense |
|
and other |
|
Down(1) |
|
|
Other(3) |
|
measure |
|
|||||
Operating income |
|
$ |
190,586 |
|
$ |
4,870 |
|
$ |
21,919 |
|
$ |
(2,172) |
|
$ |
172 |
|
$ |
215,375 |
|
Income before income taxes |
|
|
232,956 |
|
|
4,870 |
|
|
21,919 |
|
|
(2,172) |
|
|
(103,804) |
|
|
153,769 |
|
Provision for income taxes |
|
|
45,934 |
|
|
1,208 |
|
|
5,747 |
|
|
(689) |
|
|
(25,119) |
|
|
27,081 |
|
Consolidated net income |
|
|
187,022 |
|
|
3,662 |
|
|
16,172 |
|
|
(1,483) |
|
|
(78,685) |
|
|
126,688 |
|
Noncontrolling interests |
|
|
(727) |
|
|
24 |
|
|
— |
|
|
— |
|
|
— |
|
|
(703) |
|
Net income attributable to shareholders |
|
$ |
187,749 |
|
$ |
3,638 |
|
$ |
16,172 |
|
$ |
(1,483) |
|
$ |
(78,685) |
|
$ |
127,391 |
|
Net income per diluted share (5) |
|
$ |
3.59 |
|
$ |
0.07 |
|
$ |
0.31 |
|
$ |
(0.03) |
|
$ |
(1.50) |
|
$ |
2.43 |
|
Effective tax rate (6) |
|
|
19.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
17.6 |
% |
|
|
13 |
ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Six months ended July 4, 2026 |
|
||||||||||||||||||
|
|
Reported |
|
Intangible |
|
Restructuring, |
|
Impact of |
|
|
|
|
|
|
|
||||
|
|
GAAP |
|
amortization |
|
Integration |
|
Wind |
|
|
|
|
Non-GAAP |
|
|||||
|
|
measure |
|
expense |
|
and other(4) |
|
Down(1) |
|
|
Other(2) |
|
|
measure |
|
||||
Operating income |
|
$ |
738,935 |
|
$ |
9,518 |
|
$ |
60,803 |
|
$ |
(5,218) |
|
$ |
— |
|
$ |
804,038 |
|
Income before income taxes |
|
|
660,406 |
|
|
9,518 |
|
|
60,803 |
|
|
(5,218) |
|
|
(6,252) |
|
|
719,257 |
|
Provision for income taxes |
|
|
151,541 |
|
|
2,326 |
|
|
14,804 |
|
|
(1,651) |
|
|
(1,501) |
|
|
165,519 |
|
Consolidated net income |
|
|
508,865 |
|
|
7,192 |
|
|
45,999 |
|
|
(3,567) |
|
|
(4,751) |
|
|
553,738 |
|
Noncontrolling interests |
|
|
1,048 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,048 |
|
Net income attributable to shareholders |
|
$ |
507,817 |
|
$ |
7,192 |
|
$ |
45,999 |
|
$ |
(3,567) |
|
$ |
(4,751) |
|
$ |
552,690 |
|
Net income per diluted share (5) |
|
$ |
9.81 |
|
$ |
0.14 |
|
$ |
0.86 |
|
$ |
(0.07) |
|
$ |
(0.09) |
|
$ |
10.67 |
|
Effective tax rate (6) |
|
|
22.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.0 |
% |
Six months ended June 28, 2025 |
|
||||||||||||||||||
|
|
Reported |
|
Intangible |
|
Restructuring, |
|
Impact of |
|
|
|
|
|
|
|||||
|
|
GAAP |
|
amortization |
|
Integration |
|
Wind |
|
|
|
|
Non-GAAP |
|
|||||
|
|
measure |
|
expense |
|
and other |
|
Down(1) |
|
|
Other(3) |
|
|
measure |
|
||||
Operating income |
|
$ |
349,139 |
|
$ |
10,230 |
|
$ |
39,232 |
|
$ |
(4,639) |
|
$ |
172 |
|
$ |
394,134 |
|
Income before income taxes |
|
|
336,165 |
|
|
10,230 |
|
|
39,232 |
|
|
(4,639) |
|
|
(103,944) |
|
|
277,044 |
|
Provision for income taxes |
|
|
69,279 |
|
|
2,524 |
|
|
10,098 |
|
|
(1,470) |
|
|
(25,152) |
|
|
55,279 |
|
Consolidated net income |
|
|
266,886 |
|
|
7,706 |
|
|
29,134 |
|
|
(3,169) |
|
|
(78,792) |
|
|
221,765 |
|
Noncontrolling interests |
|
|
(583) |
|
|
156 |
|
|
— |
|
|
— |
|
|
— |
|
|
(427) |
|
Net income attributable to shareholders |
|
$ |
267,469 |
|
$ |
7,550 |
|
$ |
29,134 |
|
$ |
(3,169) |
|
$ |
(78,792) |
|
$ |
222,192 |
|
Net income per diluted share (5) |
|
$ |
5.09 |
|
$ |
0.14 |
|
$ |
0.55 |
|
$ |
(0.06) |
|
$ |
(1.50) |
|
$ |
4.23 |
|
Effective tax rate (6) |
|
|
20.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
20.0 |
% |
1
(1) Includes recoveries of inventory related to the wind down of a business.
(2) Other includes gain on investments, net.
(3) Other includes gain on investments, net, non-recurring tax items, and employee severance and benefits costs not related to restructuring initiative presented in cost of sales.
(4) Includes restructuring, integration, and other charges, and tax adjustments related to the wind down of a business.
(5) The sum of the components for non-GAAP diluted EPS, as adjusted may not agree to totals, as presented, due to rounding.
(6) The items as shown in this table, represent the reconciling items for the tax rate as reported and as a non-GAAP measure.
|
|
14 |
ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
|
|
Quarter Ended |
|
Six Months Ended |
||||||||
|
|
July 4, |
|
June 28, |
|
July 4, |
|
June 28, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Global Components |
|
$ |
7,365,625 |
|
$ |
5,284,898 |
|
$ |
14,005,960 |
|
$ |
10,062,620 |
Global ECS |
|
|
2,626,612 |
|
|
2,295,049 |
|
|
5,459,825 |
|
|
4,331,344 |
Consolidated |
|
$ |
9,992,237 |
|
$ |
7,579,947 |
|
$ |
19,465,785 |
|
$ |
14,393,964 |
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
Global Components (a) |
|
$ |
396,275 |
|
$ |
186,808 |
|
$ |
759,794 |
|
$ |
358,193 |
Global ECS (b) |
|
|
85,375 |
|
|
96,969 |
|
|
189,113 |
|
|
174,283 |
Segment operating income |
|
$ |
481,650 |
|
$ |
283,777 |
|
$ |
948,907 |
|
$ |
532,476 |
Corporate operating expenses (c) |
|
|
(104,317) |
|
|
(93,191) |
|
|
(209,972) |
|
|
(183,337) |
Consolidated |
|
$ |
377,333 |
|
$ |
190,586 |
|
$ |
738,935 |
|
$ |
349,139 |
| (a) | Global Components operating income includes $3.0 million and $5.2 million in inventory recoveries related to the wind down of a business for the second quarter and first six months of 2026, respectively, and $2.2 million and $4.6 million in inventory recoveries related to the wind down of a business for the second quarter and first six months of 2025. |
| (b) | Global ECS operating income includes $26.6 million and $48.3 million in losses related to the underperformance of certain non-cancellable multi-year purchase obligations during the second quarter and first six months of 2026, respectively. |
| (c) | Corporate unallocated operating expenses includes restructuring, integration, and other charges of $24.1 million and $60.8 million for the second quarter and first six months of 2026, respectively, and $21.9 million and $39.2 million for the second quarter and first six months of 2025, respectively. |
|
|
15 |
ARROW ELECTRONICS, INC.
NON-GAAP SEGMENT RECONCILIATION
(In thousands)
(Unaudited)
|
|
Quarter Ended |
|
Six Months Ended |
|
||||||||
|
|
July 4, |
|
June 28, |
|
July 4, |
|
June 28, |
|
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Global Components gross profit, as reported |
|
$ |
856,503 |
|
$ |
591,454 |
|
$ |
1,663,251 |
|
$ |
1,146,399 |
|
Impact of wind down to inventory |
|
|
(2,970) |
|
|
(2,172) |
|
|
(5,218) |
|
|
(4,639) |
|
Other |
|
|
— |
|
|
172 |
|
|
— |
|
|
172 |
|
Global Components non-GAAP gross profit |
|
$ |
853,533 |
|
$ |
589,454 |
|
$ |
1,658,033 |
|
$ |
1,141,932 |
|
Global Components gross profit as a percentage of sales, as reported |
|
|
11.6 |
% |
|
11.2 |
% |
|
11.9 |
% |
|
11.4 |
% |
Global Components non-GAAP gross profit as a percentage of sales |
|
|
11.6 |
% |
|
11.2 |
% |
|
11.8 |
% |
|
11.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global ECS gross profit, as reported |
|
$ |
268,706 |
|
$ |
257,203 |
|
$ |
552,418 |
|
$ |
476,250 |
|
Global ECS gross profit as a percentage of sales, as reported |
|
|
10.2 |
% |
|
11.2 |
% |
|
10.1 |
% |
|
11.0 |
% |
|
|
Quarter Ended |
|
Six Months Ended |
|
||||||||
|
|
July 4, |
|
June 28, |
|
July 4, |
|
June 28, |
|
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||
Global Components operating income, as reported |
|
$ |
396,275 |
|
$ |
186,808 |
|
$ |
759,794 |
|
$ |
358,193 |
|
Intangible assets amortization expense |
|
|
3,824 |
|
|
3,945 |
|
|
7,661 |
|
|
8,383 |
|
Impact of wind down to inventory |
|
|
(2,970) |
|
|
(2,172) |
|
|
(5,218) |
|
|
(4,639) |
|
Other |
|
|
— |
|
|
172 |
|
|
— |
|
|
172 |
|
Global Components non-GAAP operating income |
|
$ |
397,129 |
|
$ |
188,753 |
|
$ |
762,237 |
|
$ |
362,109 |
|
Global Components operating income as a percentage of sales, as reported |
|
|
5.4 |
% |
|
3.5 |
% |
|
5.4 |
% |
|
3.6 |
% |
Global Components non-GAAP operating income as a percentage of sales |
|
|
5.4 |
% |
|
3.6 |
% |
|
5.4 |
% |
|
3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global ECS operating income, as reported |
|
$ |
85,375 |
|
$ |
96,969 |
|
$ |
189,113 |
|
$ |
174,283 |
|
Intangible assets amortization expense |
|
|
929 |
|
|
925 |
|
|
1,857 |
|
|
1,847 |
|
Global ECS non-GAAP operating income |
|
$ |
86,304 |
|
$ |
97,894 |
|
$ |
190,970 |
|
$ |
176,130 |
|
Global ECS operating income as a percentage of sales, as reported |
|
|
3.3 |
% |
|
4.2 |
% |
|
3.5 |
% |
|
4.0 |
% |
Global ECS non-GAAP operating income as a percentage of sales |
|
|
3.3 |
% |
|
4.3 |
% |
|
3.5 |
% |
|
4.1 |
% |
14
NON-GAAP SEGMENT RECONCILIATIONS
|
|
16 |
Exhibit 99.2
Arrow Electronics, Inc. Appoints Deidra C. Merriwether as President and Chief Operating Officer
Proven Distribution Leader Joins Executive Team
CENTENNIAL, COLO. (BUSINESS WIRE) – Aug. 6, 2026 – Arrow Electronics, Inc. (NYSE: ARW) today announced the appointment of Deidra C. (Dee) Merriwether to the new position of president and chief operating officer, effective Sept. 8, 2026, reporting to William F. Austen, interim chief executive officer. Merriwether will be responsible for leading Arrow’s global business segments and logistics organizations. With this announcement, the company augments its executive team and strengthens succession planning.
“We are delighted that Dee is joining Arrow as president and chief operating officer. Her extensive experience in distribution combined with her successful track record leading commercial, operational, and financial teams make her an ideal leader to join Arrow at this time to support our terrific teams driving profitable growth and value creation for stakeholders,” said Steven H. Gunby, chairman of the Arrow board of directors.
Merriwether brings a robust background in broad-based business management and optimized performance results. Before joining Arrow and since 2021, she served as the senior vice president and chief financial officer of W.W. Grainger, Inc. and prior to that as the senior vice president and president, North American sales and services, and other roles of increasing responsibility since 2013. From 2002 to 2013, she held roles of increasing responsibility in general management and finance at Sears Holdings Corporation, departing as chief operating officer, retail formats, in 2013. She started her career as an engineer and production leader at Eli Lilly and Company and gained valuable accounting and mergers and acquisition experience at PricewaterhouseCoopers International Limited.
“I am thrilled to welcome Dee to Arrow and our executive team. She brings exceptional depth with her more than two decades of substantive distribution, sales channel, operations, and finance experience, with a demonstrated talent for innovation, versatility, leadership, and performance results. Further, she has the qualities we seek in our leaders -- she is humble, approachable, transparent, and driven by purpose and values to deliver results for our suppliers, customers, employees, and investors,” said Austen.
Merriwether holds a Master of Business Administration from Indiana University’s Kelley School of Business and a Bachelor of Science degree with a major in chemical engineering from North Carolina Agricultural and Technical State University. She currently serves on the board of Weyerhaeuser Company as an independent director and member of the audit committee and governance & corporate responsibility committee.
About Arrow Electronics
Arrow Electronics (NYSE:ARW) sources and engineers technology solutions for thousands of leading manufacturers and service providers. With 2025 sales of $31 billion, Arrow’s portfolio enables technology across major industries and markets. Learn more at arrow.com.

Investor Contact:
Michael Nelson
Vice President, Investor Relations
720-654-9893
Media Contact:
John Hourigan
Vice President, Public Affairs and Corporate Marketing
303-824-4586