ARROW ELECTRONICS, INC. (Form: 10-Q, Received: 11/05/2026 07:36:29)

Notional Amount (thousands)

Maturity Date

October 3, 2026

December 31, 2025

January 2028

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4482

ARROW ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)


New York		11-1806155
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)


9151 East Panorama Circle		80112
Centennial CO		(Zip Code)
(Address of principal executive offices)

(303) 824-4000

(Registrant’s telephone number, including area code)

No Changes

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of the exchange on which registered
Common Stock, $1 par value	ARW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 50,557,510 shares of Common Stock outstanding as of October 29, 2026.

Table of Contents

ARROW ELECTRONICS, INC.

Table of Contents


Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)
		Consolidated Statements of Operations	4
		Consolidated Statements of Comprehensive Income	5
		Consolidated Balance Sheets	6
		Consolidated Statements of Cash Flows	7
		Consolidated Statements of Equity	8
		Notes to Consolidated Financial Statements	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44

	Item 4.	Controls and Procedures	44

Part II.	Other Information

	Item 1.	Legal Proceedings	45

	Item 1A.	Risk Factors	45

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

	Item 5.	Other Information	45

	Item 6.	Exhibits	46

Signature			47

Table of Contents

ARROW ELECTRONICS, INC.

Glossary of Selected Abbreviated Terms*


Abbreviated Term	Defined Term
AFC	Arrow Electronics Funding Corporation
AI	Artificial Intelligence
Arrow or the company	Arrow Electronics, Inc. and its subsidiaries, unless otherwise indicated
ASU	Accounting Standard Update
CODM	Chief Operating Decision Maker
CTA	Foreign Currency Translation Adjustment
ECS	Enterprise Computing Solutions
EMEA	Europe, the Middle East, and Africa
EMS	Electronics Manufacturing Services
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles
Global Components	Global Components reportable segment
Global ECS	Global ECS reportable segment
IP&E	Interconnect, Passive and Electromechanical
IT	Information Technology
MSPs	Managed Service Providers
OEMs	Original Equipment Manufacturers
SOFR	Secured Overnight Financing Rate
U.S. or United States	United States of America
VARs	Value-Added Resellers

* Terms used, but not defined, within the body of this Form 10-Q, including in the Consolidated Financial Statements and accompanying notes, are defined in this Glossary.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)


	Quarter Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2026		2025		2026		2025
Sales	$	10,717,739	$	7,712,541	$	30,183,524	$	22,106,505
Cost of sales		9,558,407		6,877,227		26,808,523		19,648,542
Gross profit		1,159,332		835,314		3,375,001		2,457,963
Operating expenses:
Selling, general, and administrative		688,168		587,866		2,032,447		1,751,172
Depreciation and amortization		35,873		32,793		107,525		103,765
Restructuring, integration, and other		5,034		35,648		65,837		74,880
		729,075		656,307		2,205,809		1,929,817
Operating income		430,257		179,007		1,169,192		528,146
Equity in earnings of affiliated companies		1,693		463		4,654		1,124
Gain on investments, net		2,893		4,859		9,145		108,975
Post-retirement expense		(999)		(664)		(2,960)		(1,950)
Interest and other financing expense, net		(40,138)		(54,875)		(125,919)		(171,340)
Income before income taxes		393,706		128,790		1,054,112		464,955
Provision for income taxes		75,175		19,528		226,716		88,807
Consolidated net income		318,531		109,262		827,396		376,148
Noncontrolling interests		156		69		1,204		(514)
Net income attributable to shareholders	$	318,375	$	109,193	$	826,192	$	376,662

Net income per share:
Basic	$	6.25	$	2.11	$	16.14	$	7.25
Diluted	$	6.17	$	2.09	$	15.97	$	7.19
Weighted-average shares outstanding:
Basic		50,953		51,695		51,195		51,935
Diluted		51,615		52,141		51,721		52,381

See accompanying notes.

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Quarter Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2026		2025		2026		2025
Consolidated net income	$	318,531	$	109,262	$	827,396	$	376,148
Other comprehensive (loss) income:
Foreign currency translation adjustment and other, net of taxes		(50,312)		(32,224)		(95,287)		369,038
Gain (loss) on foreign exchange contracts designated as net investment hedges, net of taxes		1,155		440		2,628		(11,716)
Loss on interest rate swaps designated as cash flow hedges, net of taxes		(455)		(430)		(1,344)		(1,273)
Post-retirement expense items, net of taxes		(86)		(345)		(276)		(1,054)
Other comprehensive (loss) income		(49,698)		(32,559)		(94,279)		354,995
Comprehensive income		268,833		76,703		733,117		731,143
Less: Comprehensive (loss) income attributable to noncontrolling interests		(564)		(296)		(701)		4,659
Comprehensive income attributable to shareholders	$	269,397	$	76,999	$	733,818	$	726,484

See accompanying notes.

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

(Unaudited)


	October 3,		December 31,
	2026		2025
ASSETS
Current assets:
Cash and cash equivalents	$	215,607	$	306,467
Accounts receivable, net		33,259,191		19,738,666
Inventories		7,305,982		5,081,863
Other current assets		871,546		533,035
Total current assets		41,652,326		25,660,031
Property, plant, and equipment, at cost:
Land		5,691		5,691
Buildings and improvements		208,288		199,433
Machinery and equipment		1,721,665		1,715,415
		1,935,644		1,920,539
Less: Accumulated depreciation and amortization		(1,482,743)		(1,445,889)
Property, plant, and equipment, net		452,901		474,650
Investments in affiliated companies		61,852		59,315
Intangible assets, net		62,769		77,022
Goodwill		2,101,839		2,120,071
Other assets		715,608		687,049
Total assets	$	45,047,295	$	29,078,138
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	32,862,316	$	17,383,796
Accrued expenses		1,710,636		1,461,261
Short-term borrowings, including current portion of long-term debt		110,497		341
Total current liabilities		34,683,449		18,845,398
Long-term debt		2,641,483		3,084,715
Other liabilities		460,659		489,326
Contingencies (Note L)
Equity:
Shareholders’ equity:
Common stock, par value $1:
Authorized - 160,000 shares in both 2026 and 2025
Issued - 56,135 and 55,838 shares in 2026 and 2025, respectively		56,135		55,838
Capital in excess of par value		624,987		586,993
Treasury stock (5,577 and 4,768 shares in 2026 and 2025, respectively), at cost		(651,824)		(483,571)
Retained earnings		7,378,284		6,552,092
Accumulated other comprehensive loss		(219,014)		(126,640)
Total shareholders’ equity		7,188,568		6,584,712
Noncontrolling interests		73,136		73,987
Total equity		7,261,704		6,658,699
Total liabilities and equity	$	45,047,295	$	29,078,138

See accompanying notes.

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ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	October 3,		September 27,
	2026		2025
Cash flows from operating activities:
Consolidated net income	$	827,396	$	376,148
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Depreciation and amortization		107,525		103,765
Amortization of stock-based compensation		33,978		20,448
Equity in earnings of affiliated companies		(4,654)		(1,124)
Deferred income taxes		(14,517)		5,185
Loss on disposition of businesses, net		22,830		—
Gain on investments, net		(8,827)		(109,435)
Other		(795)		(77)
Change in assets and liabilities:
Accounts receivable, net		(13,633,334)		(2,292,091)
Inventories		(2,251,808)		65,225
Accounts payable		15,543,508		1,871,455
Accrued expenses		341,010		(94,367)
Other assets and liabilities		(385,620)		(81,033)
Net cash provided by (used for) operating activities		576,692		(135,901)
Cash flows from investing activities:
Acquisition of property, plant, and equipment		(80,123)		(73,873)
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		(80,123)		50,985
Cash flows from financing activities:
Change in short-term and other borrowings		186		9,852
(Repayments of) proceeds from long-term bank borrowings, net		(336,540)		338,223
Redemption of notes		—		(350,000)
Proceeds from exercise of stock options		10,513		3,427
Repurchases of common stock		(174,453)		(110,779)
Other		(153)		(148)
Net cash used for financing activities		(500,447)		(109,425)
Effect of exchange rate changes on cash		(86,982)		219,146
Net (decrease) increase in cash and cash equivalents		(90,860)		24,805
Cash and cash equivalents at beginning of period		306,467		188,807
Cash and cash equivalents at end of period	$	215,607	$	213,612

See accompanying notes.

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ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


														Accumulated
		Common			Capital in									Other
		Stock at Par			Excess of Par			Treasury			Retained			Comprehensive			Noncontrolling
		Value			Value			Stock			Earnings			Loss			Interests			Total
Balance at December 31, 2025		$	55,838		$	586,993		$	(483,571)		$	6,552,092		$	(126,640)		$	73,987		$	6,658,699
Consolidated net income			—			—			—			235,106			—			924			236,030
Other comprehensive loss			—			—			—			—			(59,492)			(861)			(60,353)
Amortization of stock-based compensation			—			9,599			—			—			—			—			9,599
Shares issued for stock-based compensation awards			169			(888)			5,757			—			—			—			5,038
Repurchases of common stock			—			—			(33,292)			—			—			—			(33,292)
Balance at April 4, 2026		$	56,007		$	595,704		$	(511,106)		$	6,787,198		$	(186,132)		$	74,050		$	6,815,721
Consolidated net income			—			—			—			272,711			—			124			272,835
Other comprehensive income (loss)			—			—			—			—			16,096			(324)			15,772
Amortization of stock-based compensation			—			12,816			—			—			—			—			12,816
Shares issued for stock-based compensation awards			87			5,040			266			—			—			—			5,393
Repurchases of common stock			—			—			(43,506)			—			—			—			(43,506)
Distributions			—			—			—			—			—			(150)			(150)
Balance at July 4, 2026		$	56,094		$	613,560		$	(554,346)		$	7,059,909		$	(170,036)		$	73,700		$	7,078,881
Consolidated net income			—			—			—			318,375			—			156			318,531
Other comprehensive loss			—			—			—			—			(48,978)			(720)			(49,698)
Amortization of stock-based compensation			—			11,563			—			—			—			—			11,563
Shares issued for stock-based compensation awards			41			(136)			177			—			—			—			82
Repurchases of common stock			—			—			(97,655)			—			—			—			(97,655)
Balance at October 3, 2026		$	56,135		$	624,987		$	(651,824)		$	7,378,284		$	(219,014)		$	73,136		$	7,261,704


														Accumulated
		Common			Capital in									Other
		Stock at Par			Excess of Par			Treasury			Retained			Comprehensive			Noncontrolling
		Value			Value			Stock			Earnings			Loss			Interests			Total
Balance at December 31, 2024		$	55,592		$	562,080		$	(328,078)		$	5,980,826		$	(509,269)		$	70,377		$	5,831,528
Consolidated net income			—			—			—			79,720			—			144			79,864
Other comprehensive income			—			—			—			—			124,084			1,891			125,975
Amortization of stock-based compensation			—			18,559			—			—			—			—			18,559
Shares issued for stock-based compensation awards			195			(2,849)			3,558			—			—			—			904
Repurchases of common stock			—			—			(59,413)			—			—			—			(59,413)
Balance at March 29, 2025		$	55,787		$	577,790		$	(383,933)		$	6,060,546		$	(385,185)		$	72,412		$	5,997,417
Consolidated net income (loss)			—			—			—			187,749			—			(727)			187,022
Other comprehensive income			—			—			—			—			257,932			3,647			261,579
Amortization of stock-based compensation			—			11,641			—			—			—			—			11,641
Shares issued for stock-based compensation awards			28			49			2,222			—			—			—			2,299
Repurchases of common stock			—			—			(50,736)			—			—			—			(50,736)
Distributions			—			—			—			—			—			(148)			(148)
Balance at June 28, 2025		$	55,815		$	589,480		$	(432,447)		$	6,248,295		$	(127,253)		$	75,184		$	6,409,074
Consolidated net income			—			—			—			109,193			—			69			109,262
Other comprehensive loss			—			—			—			—			(32,194)			(365)			(32,559)
Amortization of stock-based compensation			—			(9,752)			—			—			—			—			(9,752)
Shares issued for stock-based compensation awards			12			(56)			268			—			—			—			224
Repurchases of common stock			—			—			(630)			—			—			—			(630)
Balance at September 27, 2025		$	55,827		$	579,672		$	(432,809)		$	6,357,488		$	(159,447)		$	74,888		$	6,475,619

See accompanying notes.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Index to Notes


		Page

Note A. Basis of Presentation		10
Note B. Impact of Recently Issued Accounting Standards		10
Note C. Goodwill and Intangible Assets		11
Note D. Investments in Affiliated Companies		12
Note E. Accounts Receivable		12
Note F. Supplier Finance Programs		15
Note G. Debt		15
Note H. Financial Instruments Measured at Fair Value		17
Note I. Restructuring, Integration, and Other		20
Note J. Net Income per Share		21
Note K. Shareholders’ Equity		22
Note L. Contingencies		24
Note M. Segment and Geographic Information		25

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying consolidated financial statements of Arrow were prepared in accordance with GAAP and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at and for the periods presented. The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.

These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with Arrow’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, as filed in the company’s Annual Report on Form 10-K.

Quarter End

For 2026, the company is operating on a quarterly reporting calendar that closes on the Saturday following the end of the calendar month, except for the fourth quarter, which closes on December 31, 2026. There were 192 shipping days for the first nine months of 2026 and 188 shipping days for the first nine months of 2025.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

Note B – Impact of Recently Issued Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The effective date was clarified in January 2025 when the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating the impact of the ASUs on its consolidated financial statements and related disclosures but does not anticipate early adoption.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note C – Goodwill and Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill and other indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.

Goodwill of companies acquired, allocated to the company’s reportable segments, is as follows:


		Global
(thousands)		Components			Global ECS			Total
Balance as of December 31, 2025 (a)		$	919,062		$	1,201,009		$	2,120,071
Foreign currency translation adjustment			(6,048)			(12,184)			(18,232)
Balance as of October 3, 2026 (a)		$	913,014		$	1,188,825		$	2,101,839

(a)	The total carrying value of goodwill as of October 3, 2026 and December 31, 2025, in the table above is reflected net of $1.6 billion of accumulated impairment charges, of which $1.3 billion was recorded in Global Components and $301.9 million was recorded in Global ECS.

Intangible assets, net, are comprised of the following as of October 3, 2026:


		Gross
		Carrying			Accumulated
(thousands)		Amount			Amortization			Net
Customer relationships		$	191,072		$	(134,700)		$	56,372
Amortizable trade name			46,047			(39,650)			6,397
		$	237,119		$	(174,350)		$	62,769

Intangible assets, net, are comprised of the following as of December 31, 2025:


		Gross
		Carrying			Accumulated
(thousands)		Amount			Amortization			Net
Customer relationships		$	192,743		$	(125,910)		$	66,833
Amortizable trade name			74,001			(63,812)			10,189
		$	266,744		$	(189,722)		$	77,022

During the third quarter of 2026 and 2025, the company recorded amortization expense related to identifiable intangible assets of $4.7 million and $4.8 million, respectively. During the first nine months of 2026 and 2025, amortization expense related to identifiable intangible assets was $14.3 million and $15.0 million, respectively.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note D – Investments in Affiliated Companies

The company owns a 50% interest in two joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest in one other joint venture. These investments are accounted for using the equity method.

The following table presents the company’s investment in affiliated companies:


	October 3,			December 31,
(thousands)	2026			2025
Marubun/Arrow	$	45,935		$	43,870
Other		15,917			15,445
	$	61,852		$	59,315

The equity in earnings of affiliated companies consists of the following:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(thousands)		2026			2025			2026			2025
Marubun/Arrow		$	1,259		$	189		$	3,694		$	254
Other			434			274			960			870
		$	1,693		$	463		$	4,654		$	1,124

Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third-party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. There were no outstanding borrowings under the third-party debt agreements of the joint ventures as of October 3, 2026 and December 31, 2025.

In the second quarter of 2025, the company sold an investment in certain equity securities for $100.0 million and recorded a gain on investments of $99.0 million. This investment was previously accounted for as equity securities without a readily determinable fair value.

Note E – Accounts Receivable

Accounts receivable, net, consists of the following:


		October 3,			December 31,
(thousands)		2026			2025
Accounts receivable		$	33,407,711		$	19,882,783
Allowance for credit losses			(148,520)			(144,117)
Accounts receivable, net		$	33,259,191		$	19,738,666

Accounts receivable includes balances related to inventory purchased by the company on the request of and behalf of its customers as part of its Global Components supply chain services offerings. In these transactions, receivables are disproportionate to the fees the company recognizes as revenue for its services. The company generally carries corresponding accounts payable on its balance sheet with some differences due to timing of settlement.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table is a rollforward for the company’s allowance for credit losses:


		Nine Months Ended
		October 3,			September 27,
(thousands)		2026			2025
Balance at beginning of period		$	144,117		$	116,445
Charged to income			23,618			14,817
Translation adjustments			(1,472)			4,183
Write-offs			(17,743)			(9,344)
Balance at end of period		$	148,520		$	126,101

The company monitors the current credit condition of its customers in estimating the expected credit losses and has not experienced significant changes in customers’ payment trends or significant deterioration in customers’ credit risk as of October 3, 2026.

EMEA Asset Securitization

The company has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region at a discount to a bankruptcy-remote special purpose entity, Arrow EMEA Funding Corp B.V., which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions (collectively, “Unaffiliated Financial Institutions”) on a monthly basis. The company may sell up to €600.0 million under the EMEA asset securitization program, which matures in December 2027, subject to extension in accordance with its terms. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.

The following table presents sales of accounts receivable to Unaffiliated Financial Institutions under the EMEA asset securitization program:

Quarter Ended

Nine Months Ended

October 3,

September 27,

October 3,

September 27,

(thousands)

 

2026

 

2025

 

2026

 

2025

EMEA asset securitization, sales of accounts receivable

651,834

411,163

1,707,403

1,199,954

Receivables sold to Unaffiliated Financial Institutions under the program are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets, and cash receipts are reflected in the “Cash flows from operating activities” section of the consolidated statements of cash flows. The purchase price is paid in cash when the receivables are sold. Certain unsold receivables held by Arrow EMEA Funding Corp B.V. are pledged as collateral to Unaffiliated Financial Institutions. These unsold receivables are included in “Accounts receivable, net” on the company’s consolidated balance sheets.

The company continues servicing the receivables that were sold and in exchange receives a servicing fee under the program. The company does not record a servicing asset or liability on the company’s consolidated balance sheets as the company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other amounts related to the EMEA asset securitization program are set forth below:


		October 3,			December 31,
(thousands)		2026			2025
Receivables sold to Unaffiliated Financial Institutions that were uncollected		$	519,328		$	379,017
Collateralized accounts receivable held by Arrow EMEA Funding Corp B.V.			869,269			591,304

Any accounts receivable held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of Arrow EMEA Funding Corp B.V. cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the Unaffiliated Financial Institutions under the program are limited to the assets it owns and there is no recourse to Arrow Electronics, Inc. for receivables that are uncollectible as a result of an account debtor’s insolvency or inability to pay.

The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of October 3, 2026, the company was in compliance with all such financial covenants.

Factoring

In the normal course of business, certain of the company’s subsidiaries have factoring agreements to sell, with limited or no recourse, selected trade accounts receivable to financial institutions and accounts for these transactions as sales of the related receivables. For the periods presented, a significant portion of the trade accounts receivable sold as part of the company's factoring agreements were at the request of and on behalf of certain customers of the Global Components supply chain services offerings. The receivables are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected in the “Cash flows from operating activities” section on the consolidated statements of cash flows. The company typically does not retain financial or legal interests in these receivables. Factoring fees for the sales of accounts receivables are included in “Interest and other financing expense, net” in the consolidated statements of operations. The company continues servicing the receivables that were sold.

The following table presents sales of trade accounts receivable under the company’s factoring programs:

Quarter Ended

Nine Months Ended

October 3,

September 27,

October 3,

September 27,

(thousands)

 

2026

 

2025

 

2026

 

2025

Sales of accounts receivable under the factoring programs

312,116

206,328

802,459

758,693

Other amounts under the company’s factoring programs are set forth below:


		October 3,			December 31,
(thousands)		2026			2025
Receivables sold under the factoring programs that were uncollected		$	216,221		$	279,775

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note F – Supplier Finance Programs

At the request of certain of the company’s suppliers, the company has entered into agreements (“supplier finance programs”) with third-party finance providers, which facilitate the participating suppliers, at their sole discretion, to sell their receivables from the company to third-party financial institutions. In exchange, the company seeks to secure improved standard payment terms. The company has no economic interest or role in negotiating these arrangements, and its rights and obligations to the suppliers, including amounts due, remain unaffected. Payments are made directly to the third-party financial institutions, and the company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. As of October 3, 2026, and December 31, 2025, the outstanding obligations under these programs were $1.1 billion and $1.3 billion, respectively, included in “Accounts payable” on the company’s consolidated balance sheets, with all related activity presented within operating activities on the consolidated statements of cash flows.

Note G – Debt

Short-term borrowings, including current portion of long-term debt, consist of the following:


		October 3,			December 31,
(thousands)		2026			2025
7.50% senior debentures, due January 2027		$	110,409		$	—
Other short-term borrowings			88			341
		$	110,497		$	341

The 7.50% senior debentures are not redeemable prior to their maturity.

The company maintains uncommitted lines of credit with financial institutions that provide for an aggregate borrowing capacity of approximately $160.0 million. Borrowings under these arrangements are subject to the discretion of the respective lenders, including the decision to extend, reduce, or terminate credit at any time. During 2026, the aggregate borrowing capacity under these agreements was reduced from $560.0 million to $160.0 million.

There were no outstanding borrowings under these uncommitted lines of credit as of October 3, 2026, and December 31, 2025. Borrowings under these arrangements are generally short-term in nature, with maturity dates and interest rates determined at the time of borrowing. The company’s weighted-average effective interest rate on borrowings outstanding under these arrangements was 4.66% and 4.37% at October 3, 2026, and December 31, 2025, respectively.

The company has a commercial paper program, and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1.2 billion. Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. The company had no outstanding borrowings under this program at October 3, 2026, and December 31, 2025. The commercial paper program had a weighted-average effective interest rate of 4.24% and 4.26% at October 3, 2026 and December 31, 2025, respectively.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Long-term debt consists of the following:


		October 3,			December 31,
(thousands)		2026			2025
North American asset securitization program		$	638,000		$	970,000
7.50% senior debentures, due January 2027			—			110,348
3.875% notes, due 2028			499,028			498,480
5.15% notes, due 2029			496,875			496,142
2.95% notes, due 2032			496,561			496,131
5.875% notes, due 2034			495,776			495,430
Other obligations with various interest rates and due dates			15,243			18,184
		$	2,641,483		$	3,084,715

The 7.50% senior debentures are not redeemable prior to their maturity. All other notes may be called at the option of the company subject to “make whole” clauses.

The estimated fair market value of long-term debt, using quoted market prices, is as follows:


		October 3,			December 31,
(thousands)		2026			2025
7.50% senior debentures, due January 2027		$	—		$	114,000
3.875% notes, due 2028			491,000			496,500
5.15% notes, due 2029			492,500			511,500
2.95% notes, due 2032			428,000			447,500
5.875% notes, due 2034			488,500			522,500

The carrying amount of the company’s other short-term borrowings; 7.50% senior debentures, due January 2027; North American asset securitization program; and other obligations approximate their fair value.

The company has a $2.0 billion revolving credit facility maturing in June 2030. The facility may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, acquisitions, and as support for the company’s commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or SOFR, plus a spread (1.08% at October 3, 2026), which is based on the company’s credit ratings, or a weighted-average effective interest rate of 5.13% and 5.01% at October 3, 2026, and December 31, 2025, respectively. The facility fee, which is based on the company’s credit ratings, was 0.175% of the total borrowing capacity at October 3, 2026. The company had no outstanding borrowings under the revolving credit facility at October 3, 2026, and December 31, 2025.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. In September 2026, the company amended its North American asset securitization program to increase its borrowing capacity from $1.5 billion to $1.75 billion and extend its maturity from September 2027 to August 2029. The program is conducted through AFC, a wholly-owned, bankruptcy-remote subsidiary. The North American asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate plus a spread (0.85% at October 3, 2026) or an effective interest rate of 4.76% at October 3, 2026. The effective interest rate was 4.19% at December 31, 2025. The facility fee is calculated on a daily basis on the unused portion of the loan at a rate ranging from 0.30% to 0.40%, depending on the unused amount.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The company had $638.0 million in outstanding borrowings under the North American asset securitization program at October 3, 2026, and $970.0 million in outstanding borrowings at December 31, 2025, which was included in “Long-term debt” on the company’s consolidated balance sheets. Total collateralized accounts receivable of approximately $4.1 billion and $3.0 billion were held by AFC and were included in “Accounts receivable, net” on the company’s consolidated balance sheets at October 3, 2026, and December 31, 2025, respectively. Any accounts receivable held by AFC would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings of the company before repayment of any outstanding borrowings under the North American asset securitization program.

Both the revolving credit facility and North American asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of October 3, 2026, the company was in compliance with all such financial covenants.

In the second quarter of 2025, the company repaid $350.0 million principal amount of its 4.00% notes due April 2025.

Interest and dividend income of $21.4 million and $68.5 million for the third quarter and first nine months of 2026, respectively, and $9.9 million and $28.4 million for the third quarter and first nine months of 2025, respectively, were recorded in “Interest and other financing expense, net” within the company’s consolidated statements of operations. The increase for the third quarter and first nine months of 2026, compared to the year-earlier periods, was primarily due to an increase in interest income due to higher cash balances within cash pooling accounts. The increase for the first nine months compared to the year-earlier period was also driven by interest income on outstanding tariff receivables collected during the period related to the Global Components supply chain services offerings.

Note H – Financial Instruments Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2

Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The following table presents assets measured at fair value on a recurring basis at October 3, 2026:


(thousands)		Balance Sheet Location		Level 1			Level 2			Level 3			Total
Cash equivalents (a)		Cash and cash equivalents		$	14,088		$	—		$	—		$	14,088
Equity investments (b)		Other assets			44,917			—			—			44,917
Foreign exchange contracts designated as net investment hedges		Other assets / other current assets			—			22,286			—			22,286
				$	59,005		$	22,286		$	—		$	81,291

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(Unaudited)

The following table presents assets measured at fair value on a recurring basis at December 31, 2025:


(thousands)		Balance Sheet Location		Level 1			Level 2			Level 3			Total
Cash equivalents (a)		Cash and cash equivalents		$	11,412		$	—		$	—		$	11,412
Equity investments (b)		Other assets			41,787			—			—			41,787
Foreign exchange contracts designated as net investment hedges		Other assets / other current assets			—			16,816			—			16,816
				$	53,199		$	16,816		$	—		$	70,015

(a)	Cash equivalents include highly liquid investments with an original maturity of less than three months.

(b)

The company has an approximately 9.0% equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices. The company recorded unrealized gains of $2.1 million and $7.0 million for the third quarter and first nine months of 2026, respectively, and $3.6 million and $4.1 million for the third quarter and first nine months of 2025, respectively, on equity securities held at the end of the quarter.

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to goodwill and identifiable intangible assets (refer to Note C “Goodwill and Intangible Assets”). The company tests these assets for impairment if indicators of potential impairment exist or at least annually if indefinite-lived.

Derivative Instruments

The company uses various financial instruments, including derivative instruments, for purposes other than trading. Certain derivative instruments are designated at inception as hedges and assessed for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are carried at fair value on the consolidated balance sheets with changes in fair value recognized in earnings.

Interest Rate Swaps

The company manages the risk of variability in interest rates of future expected debt issuances by entering into various forward-starting interest rate swaps, designated as cash flow hedges. Changes in fair value of interest rate swaps designated as cash flow hedges are recorded in the shareholders’ equity section in the company’s consolidated balance sheets in “Accumulated other comprehensive loss” and will be reclassified into income over the life of the anticipated debt issuance or in the period the hedged forecasted cash flows are deemed no longer probable to occur. Reclassified gains and losses are recorded within the line item “Interest and other financing expense, net” in the consolidated statements of operations. The fair value of interest rate swaps is estimated using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. There were no outstanding interest rate swaps as of October 3, 2026.

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(Unaudited)

Foreign Exchange Contracts

The company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can differ from the currency used to purchase the product or where the currency used to pay employee compensation can differ from the functional currency of a wholly-owned subsidiary. The company’s primary exposures to such transactions are denominated primarily in the following currencies: Euro and Indian Rupee. The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to facilitate the hedging of foreign currency exposures resulting from purchases of products, sales, and expenses. The company also uses foreign exchange contracts to hedge its net investments in foreign operations against future changes in exchange rates. Except for the net investment hedges, the foreign exchange contracts generally have terms of no more than three years. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions. The fair value of the foreign exchange contracts is estimated using foreign currency spot rates and forward rate quotes by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge was $1.1 billion at October 3, 2026 and December 31, 2025.

Gains and losses related to non-designated foreign currency exchange contracts are generally recorded in “Cost of sales” on the company’s consolidated statements of operations. Gains and losses related to foreign currency exchange contracts designated as cash flow hedges are recorded in “Cost of sales,” “Selling, general, and administrative,” and “Interest and other financing expense, net” based upon the nature of the underlying hedged transaction, on the company’s consolidated statements of operations. Gains or losses on these contracts are deferred and recognized when the underlying future purchase, sale or expense is recognized or when the corresponding asset or liability is revalued, and were not material to the financial statements for the periods presented.

The following foreign exchange contracts were designated as net investment hedges, hedging a portion of the company’s net investments in subsidiaries with Euro-denominated net assets:

The change in the fair value of derivatives designated as net investment hedges is recorded in CTA within “Accumulated other comprehensive loss” on the company’s consolidated balance sheets. Upon discontinuation, all previously recognized amounts remain in CTA until the net investment is sold or liquidated. Amounts excluded from the assessment of hedge effectiveness are included in “Interest and other financing expense, net” on the company’s consolidated statements of operations.

During the second quarter of 2025, two foreign exchange contracts designated as net investment hedges matured and the company received $24.9 million, which is reported in the “Cash flows from investing activities” section of the consolidated statements of cash flows.

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(Unaudited)

The effects of derivative instruments on the company’s consolidated statements of operations and other comprehensive income are as follows:


				Quarter Ended						Nine Months Ended
				October 3,			September 27,			October 3,			September 27,
(thousands)		Income Statement Line		2026			2025			2026			2025
Gain Recognized in Income
Foreign exchange contracts, net investment hedge (a)		Interest and other financing expense, net		$	671		$	671		$	2,013		$	2,759
Interest rate swaps, cash flow hedge (b)		Interest and other financing expense, net			597			565			1,768			1,672
				$	1,268		$	1,236		$	3,781		$	4,431
Gain (loss) Recognized in Other Comprehensive Income before reclassifications, net of tax
Foreign exchange contracts, net investment hedge (c)				$	1,665		$	951		$	4,157		$	(9,616)
				$	1,665		$	951		$	4,157		$	(9,616)

(a)	Represents derivative amounts excluded from the assessment of effectiveness for the net investment hedges reclassified from CTA to “Interest and other financing expense, net.”

(b)	Represents amortization of derivative gains and losses on the termination of interest rate swaps.

(c)

Includes derivative gains (losses) excluded from the assessment of effectiveness for the net investment hedges and recognized in other comprehensive income, net of tax, of $0.3 million and $0.4 million for the third quarter and first nine months of 2026, respectively, and $0.8 million and ($10.0) million for the third quarter and first nine months of 2025, respectively.

Other

The carrying amount of “Cash and cash equivalents,” “Accounts receivable, net,” and “Accounts payable” approximate their fair value due to the short maturities of these financial instruments.

Note I – Restructuring, Integration, and Other

The following table presents the components of the restructuring, integration, and other charges:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(thousands)		2026			2025			2026			2025
Restructuring, integration and related costs
Operating Expense Efficiency Plan costs (a)		$	530		$	34,628		$	49,941		$	63,259
Other plans (b)			4,196			170			9,249			2,053
Other expenses
Operating expense reduction costs not related to restructuring initiatives (c)			(53)			(1,382)			438			546
Other charges			361			2,232			6,209			9,022
		$	5,034		$	35,648		$	65,837		$	74,880

(a)	See details related to the Operating Expense Efficiency Plan discussed below.

(b)	These costs are primarily related to the termination of personnel not included in the Operating Expense Efficiency Plan.

(c)	As of October 3, 2026, the accrued liabilities related to these costs totaled $11.7 million and substantially all accrued amounts are expected to be spent in cash within two years.

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(Unaudited)

Subsequent to the balance sheet date, the company incurred a $41.2 million charge to terminate a certain contract related to underperforming multi-year non-cancellable purchase obligations, that will be recorded in “Restructuring, integration, and other” within the company’s consolidated statements of operations in the fourth quarter of 2026.

Operating Expense Efficiency Plan

The following table presents the costs related to the Operating Expense Efficiency Plan:


		Quarter Ended						Nine Months Ended						Total Cost
		October 3,			September 27,			October 3,			September 27,			Incurred to
(thousands)		2026			2025			2026			2025			Date
Employee severance and benefit costs (a)		$	530		$	28,334		$	16,835		$	47,747		$	101,840
Inventory (recoveries) write-downs (b)			(3,939)			(1,989)			(9,157)			(6,628)			30,921
Business wind down costs (a) (c)			-			-			22,830			-			27,475
Other costs (a) (d)			-			6,294			10,276			15,512			36,987
		$	(3,409)		$	32,639		$	40,784		$	56,631		$	197,223

(a)	Represents amounts included in “Restructuring, integration, and other” on the company’s consolidated statements of operations.

(b)	Represents amounts included in “Cost of sales” on the company’s consolidated statements of operations.

(c)	Business wind down costs consist primarily of CTA write-offs and asset impairments.

(d)	Other costs consist primarily of consulting and other professional fees and early lease termination fees.

The following table presents the activity in the restructuring, integration, and other accruals related to the Operating Expense Efficiency Plan:


(thousands)		Employee Severance and Benefit Costs			Inventory Recoveries			Business Wind Down Costs			Other Costs			Total
Balance at December 31, 2025		$	51,247		$	-		$	-		$	5,227		$	56,474
Restructuring related charges			16,835			(9,157)			22,830			10,276			40,784
Asset write-offs and other non-cash activity			-			-			(22,830)			-			(22,830)
Cash (payments) receipts			(43,368)			9,157			-			(15,309)			(49,520)
Foreign currency translations			(2,038)			-			-			(42)			(2,080)
Balance at October 3, 2026		$	22,676		$	-		$	-		$	152		$	22,828

Substantially all amounts accrued at October 3, 2026 related to the Operating Expense Efficiency Plan are expected to be paid in cash within two years.

Note J – Net Income per Share

Basic net income per share is computed by dividing net income attributable to shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of equity awards is calculated using the treasury stock method.

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(Unaudited)

The following table presents the computation of net income per share on a basic and diluted basis:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(thousands except per share data)		2026			2025			2026			2025
Net income attributable to shareholders		$	318,375		$	109,193		$	826,192		$	376,662
Weighted-average shares outstanding - basic			50,953			51,695			51,195			51,935
Net effect of dilutive stock-based compensation awards			662			446			526			446
Weighted-average shares outstanding - diluted			51,615			52,141			51,721			52,381
Net income per share:
Basic		$	6.25		$	2.11		$	16.14		$	7.25
Diluted (a)		$	6.17		$	2.09		$	15.97		$	7.19

(a) Equity awards excluded from diluted net income per share as their effect would have been anti-dilutive			-			1			69			38

Note K – Shareholders’ Equity

Accumulated Other Comprehensive (Loss) Income

The following table presents the changes in Accumulated other comprehensive (loss) income, excluding noncontrolling interests:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(thousands)		2026			2025			2026			2025
Foreign Currency Translation Adjustment and Other:
Other comprehensive (loss) income before reclassifications (a)		$	(50,928)		$	(32,101)		$	(119,288)		$	360,249
Amounts reclassified into income			1,336			242			25,906			3,616
Gain (loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:
Other comprehensive income (loss) before reclassifications (b)			1,665			951			4,157			(9,616)
Amounts reclassified into income			(510)			(511)			(1,529)			(2,100)
Loss on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
Amounts reclassified into income			(455)			(430)			(1,344)			(1,273)
Post-retirement Expense Items, Net:
Amounts reclassified into income			(86)			(345)			(276)			(1,054)
Net change in Accumulated other comprehensive (loss) income		$	(48,978)		$	(32,194)		$	(92,374)		$	349,822

(a)

Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $0.3 million and $0.1 million for the third quarter and first nine months of 2026, respectively, and $1.1 million and $35.7 million for the third quarter and first nine months of 2025, respectively.

(b)	For additional information related to net investment hedges and interest rate swaps refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements.

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(Unaudited)

Common Stock Outstanding Activity

The following tables set forth the activity in the number of shares outstanding:


		Common				Common
		Stock		Treasury		Stock
(thousands)		Issued		Stock		Outstanding
Common stock outstanding at December 31, 2025		55,838		4,768		51,070
Shares issued for stock-based compensation awards		169		(57)		226
Repurchases of common stock		—		212		(212)
Common stock outstanding at April 4, 2026		56,007		4,923		51,084
Shares issued for stock-based compensation awards		87		(3)		90
Repurchases of common stock		—		199		(199)
Common stock outstanding at July 4, 2026		56,094		5,119		50,975
Shares issued for stock-based compensation awards		41		(2)		43
Repurchases of common stock		—		460		(460)
Common stock outstanding at October 3, 2026		56,135		5,577		50,558


		Common				Common
		Stock		Treasury		Stock
(thousands)		Issued		Stock		Outstanding
Common stock outstanding at December 31, 2024		55,592		3,420		52,172
Shares issued for stock-based compensation awards		195		(28)		223
Repurchases of common stock		—		528		(528)
Common stock outstanding at March 29, 2025		55,787		3,920		51,867
Shares issued for stock-based compensation awards		28		(23)		51
Repurchases of common stock		—		417		(417)
Common stock outstanding at June 28, 2025		55,815		4,314		51,501
Shares issued for stock-based compensation awards		12		(3)		15
Repurchases of common stock		—		5		(5)
Common stock outstanding at September 27, 2025		55,827		4,316		51,511

Share Repurchase Program

Effective May 12, 2026, the Board of Directors replaced the company’s previous share repurchase program that was authorized in January 2023 (“January 2023 program”) with a new share repurchase program (“May 2026 program”) pursuant to which Arrow may purchase an aggregate value of shares up to, but not to exceed, $1.0 billion, inclusive of any fees, commissions, taxes, or other expenses related to such repurchases, and with no expiration date.

The following table shows the company’s share repurchase program as of October 3, 2026:


								Approximate
								Dollar Value of
		Dollar Value			Dollar Value of			Shares that May
		Approved for			Shares			Yet be Purchased
Share Repurchase Details by Month of Board Approval (thousands)		Repurchase			Repurchased			Under the Program
January 2023		$	1,000,000		$	852,113		$	—
May 2026			1,000,000			136,645			863,355

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(Unaudited)

In the third quarter of 2026, under the May 2026 program, the company repurchased 0.4 million shares of its common stock for $92.7 million, excluding excise taxes. During the first nine months of 2026, under the January 2023 program, the company repurchased 0.2 million shares of its common stock for $25.0 million and under the May 2026 program, the company repurchased 0.6 million shares of its common stock for $135.5 million, excluding excise taxes.

The company accrued $1.1 million of excise tax, during the first nine months of 2026, which is recorded within “Treasury stock” on the company’s consolidated balance sheets and reduces the share repurchase authorization, as the excise tax is a part of the overall cost of acquiring treasury shares.

Note L – Contingencies

Environmental Matters

The company has accrued liabilities of $23.8 million for ongoing environmental remediation efforts at sites in Huntsville, Alabama (the “Huntsville site”) and Norco, California (the “Norco site”) at which contaminated soil and groundwater was identified. The contamination, which ended prior to 2000, related to activities of certain subsidiaries before they were acquired by Arrow. Remediation efforts began in 2015 and 2003 at the Huntsville site and Norco site, respectively, and are progressing under action plans monitored by local environmental agencies.

Costs are recorded for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental liabilities are included in “Accrued expenses” and “Other liabilities” on the company’s consolidated balance sheets. The company has determined that there is no amount within the environmental liability ranges discussed below that is a better estimate than any other amount, and therefore has recorded the accruals at the minimum amount of the ranges. The liabilities were estimated based on current costs and are not discounted. Environmental costs related to these matters include remediation, project management, regulatory oversight, and investigative and feasibility study activities.

To date, the company has spent approximately $9.8 million and $91.0 million related to environmental costs at the Huntsville site and the Norco site, respectively. The subsequent environmental costs are estimated to be between $4.6 million and $16.3 million at the Huntsville site and between $19.2 million and $36.6 million at the Norco site.

The company expects the liabilities associated with such ongoing remediation to be resolved over an extended period of time, with current estimates extending beyond 2040. The accruals for environmental liabilities are adjusted periodically as facts and circumstances change, assessment and remediation efforts progress, or as additional technical or legal information becomes available. Environmental liabilities are difficult to assess and estimate due to various unknown factors such as the timing, extent, and the efficacy of remediation, improvements in remediation technologies, orders by administrative agencies, and the extent to which environmental laws and regulations may change in the future. It is reasonably possible that the company will need to adjust the liabilities noted above to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing, or duration of the required actions.

To date, the company has recovered approximately $157.4 million from certain insurance carriers and other responsible parties related to environmental clean-up matters at these sites and continues to pursue additional recoveries from one insurer related solely to the Huntsville site. The company has not recorded a receivable for any potential future insurance recoveries.

Other

From time to time, in the normal course of business, the company may become liable with respect to other pending and threatened litigation, environmental, regulatory, labor, product, intellectual property, and tax matters. While such matters

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(Unaudited)

are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company’s consolidated financial position, liquidity, or results of operations.

Note M – Segment and Geographic Information

The company is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company organizes its operations by geographic region and global business lines. The company’s operating segments reflect the way the chief executive officer (CODM as defined in ASC 280, Segment Reporting) reviews financial information, makes operating decisions and assesses business performance. In identifying operating segments, the company also considers its annual budgeting and forecasting process; management reporting structure; the basis on which management compensation is determined; information presented to the Board of Directors; and similarities such as the nature of products, technology, other shared resources, and customer base. The company concluded that identifying operating segments by major geographic region within each of the company’s major businesses was consistent with the objectives of ASC 280 and it has aggregated geographic operating segments within Global Components and Global ECS based on similar characteristics including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers.

Global Components, enabled by a comprehensive range of value-added capabilities and services, markets and distributes electronic components to OEMs and EMS providers. Global ECS is a leading provider of comprehensive computing solutions and value-added services which brings broad market access, extensive supplier relationships, scale, and value-added solutions to help its VARs and MSPs meet the needs of their end-users through a portfolio that includes datacenter, cloud, security, and analytics solutions.

The CODM evaluates the performance of both segments based on operating income, as well as monitors the components of operating income including sales, gross profit, and operating expenses. This information is used to monitor segment profitability, allocate resources, and make budgeting and forecasting decisions about the segments. The CODM also uses these measures to monitor trends in year-over-year performance comparisons, sequential quarter performance comparisons, and comparisons of actual results to forecasts. More disaggregated information about operating expense is generally only reviewed by the CODM on a consolidated basis.

As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, operating income for the segments excludes unallocated corporate overhead costs, depreciation on corporate fixed assets, and restructuring, integration, and other costs, as they are not attributable to the individual segments and are included in the corporate line item.

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(Unaudited)

Sales, by segment by geographic area, are as follows:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(thousands)		2026			2025			2026			2025
Sales:
Components:
Americas		$	2,703,157		$	1,708,840		$	7,469,825		$	4,984,932
EMEA			2,036,976			1,443,607			5,740,939			4,210,552
Asia/Pacific			3,202,459			2,403,945			8,737,788			6,423,528
Global Components		$	7,942,592		$	5,556,392		$	21,948,552		$	15,619,012

ECS:
Americas		$	1,300,944		$	1,021,950		$	3,621,507		$	2,984,638
EMEA			1,474,203			1,134,199			4,613,465			3,502,855
Global ECS		$	2,775,147		$	2,156,149		$	8,234,972		$	6,487,493
Total		$	10,717,739		$	7,712,541		$	30,183,524		$	22,106,505

Sales by country are as follows:


		Quarter Ended					Nine Months Ended
		October 3,			September 27,		October 3,			September 27,
(thousands)		2026			2025		2026			2025
Sales:
China and Hong Kong		$	1,383,761		$	1,210,685	$	3,909,209		$	3,227,276
Germany			1,027,040			821,256		3,056,493			2,331,610
Other			4,412,710			3,075,995		12,570,703			9,015,217
Total foreign		$	6,823,511		$	5,107,936	$	19,536,405		$	14,574,103
United States			3,894,228			2,604,605		10,647,119			7,532,402
Total		$	10,717,739		$	7,712,541	$	30,183,524		$	22,106,505

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Results of operations by segment are as follows:


	Quarter Ended
	October 3, 2026
(thousands)		Global Components			Global ECS			Total
Sales	$	7,942,592		$	2,775,147		$	10,717,739
Cost of sales		7,063,831			2,494,576			9,558,407
Gross profit (a) (b)		878,761			280,571			1,159,332
Gross profit margin		11.1	%		10.1	%		10.8	%
Segment operating expenses (c)		465,729			182,353			648,082
Segment operating income	$	413,032		$	98,218		$	511,250
Segment operating income margin		5.2	%		3.5	%		4.8	%
Reconciliation of segment operating income
Corporate operating expenses (d)								(80,993)
Consolidated operating income							$	430,257
Equity in earnings of affiliated companies								1,693
Gain on investments, net								2,893
Post-retirement expense								(999)
Interest and other financing expense, net								(40,138)
Consolidated income before taxes							$	393,706

	Quarter Ended
	September 27, 2025
(thousands)	Global Components			Global ECS			Total
Sales	$	5,556,392		$	2,156,149		$	7,712,541
Cost of sales		4,947,291			1,929,936			6,877,227
Gross profit (a) (b)		609,101			226,213			835,314
Gross profit margin		11.0	%		10.5	%		10.8	%
Segment operating expenses (c)		411,746			162,469			574,215
Segment operating income	$	197,355		$	63,744		$	261,099
Segment operating income margin		3.6	%		3.0	%		3.4	%
Reconciliation of segment operating income
Corporate operating expenses (d)								(82,092)
Consolidated operating income							$	179,007
Equity in earnings of affiliated companies								463
Gain on investments, net								4,859
Post-retirement expense								(664)
Interest and other financing expense, net								(54,875)
Consolidated income before taxes							$	128,790

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Nine Months Ended
	October 3, 2026
(thousands)	Global Components			Global ECS			Total
Sales	$	21,948,552		$	8,234,972		$	30,183,524
Cost of sales		19,406,540			7,401,983			26,808,523
Gross profit (a) (b)		2,542,012			832,989			3,375,001
Gross profit margin		11.6	%		10.1	%		11.2	%
Segment operating expenses (c)		1,369,186			545,658			1,914,844
Segment operating income	$	1,172,826		$	287,331		$	1,460,157
Segment operating income margin		5.3	%		3.5	%		4.8	%
Reconciliation of segment operating income
Corporate operating expenses (d)								(290,965)
Consolidated operating income							$	1,169,192
Equity in earnings of affiliated companies								4,654
Gain on investments, net								9,145
Post-retirement expense								(2,960)
Interest and other financing expense, net								(125,919)
Consolidated income before taxes							$	1,054,112

	Nine Months Ended
	September 27, 2025
(thousands)	Global Components			Global ECS			Total
Sales	$	15,619,012		$	6,487,493		$	22,106,505
Cost of sales		13,863,512			5,785,030			19,648,542
Gross profit (a) (b)		1,755,500			702,463			2,457,963
Gross profit margin		11.2	%		10.8	%		11.1	%
Segment operating expenses (c)		1,199,952			464,436			1,664,388
Segment operating income	$	555,548		$	238,027		$	793,575
Segment operating income margin		3.6	%		3.7	%		3.6	%
Reconciliation of segment operating income
Corporate operating expenses (d)								(265,429)
Consolidated operating income							$	528,146
Equity in earnings of affiliated companies								1,124
Gain on investments, net								108,975
Post-retirement expense								(1,950)
Interest and other financing expense, net								(171,340)
Consolidated income before taxes							$	464,955

(a)

Global ECS gross profit includes costs related to the underperformance of certain non-cancellable multi-year purchase obligations, where the quarterly fee was in excess of the margin realized, in the amount of $3.8 million and $52.1 million for the third quarter and first nine months of 2026, respectively, and $12.6 million and $18.3 million, for the third quarter and first nine months of 2025, respectively.

(b)

Global Components gross profit includes $3.9 million and $9.2 million in inventory recoveries related to the wind down of a business for the third quarter and first nine months of 2026, respectively, and $2.0 million and $6.6 million in inventory recoveries related to the wind down of a business for the third quarter and first nine months of 2025, respectively.

(c)	Segment operating expenses primarily include employee-related expenses and depreciation and amortization.

(d)

Corporate unallocated operating expenses includes restructuring, integration, and other charges of $5.0 million and $65.8 million for the third quarter and first nine months of 2026, respectively, and $35.6 million and $74.9 million for the third quarter and first nine months of 2025, respectively. Refer to Note I – “Restructuring, Integration, and Other”.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Total assets, by segment, are as follows:


		October 3,			December 31,
(thousands)		2026			2025
Total assets:
Global Components		$	38,087,594		$	21,222,941
Global ECS			6,468,553			7,355,089
Total segment assets		$	44,556,147		$	28,578,030
Other assets (a)			491,148			500,108
Consolidated assets		$	45,047,295		$	29,078,138

(a)	Other assets include Corporate unallocated assets.

Long-lived assets by country are as follows:


		October 3,			December 31,
(thousands)		2026			2025
Long-lived assets:
France		$	102,266		$	100,493
Netherlands			68,959			79,339
Other			221,581			233,740
Total foreign		$	392,806		$	413,572
United States			283,810			309,901
Total		$	676,616		$	723,473

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information Relating to Forward-Looking Statements

This report 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 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; management transitions; 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 artificial intelligence, environmental, social, governance, cybersecurity, and data privacy issues; changes in relationships with key suppliers; 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 this 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 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 GAAP, the company also discloses certain non-GAAP financial information in the sections below captioned “Sales by Reportable Segment,” “Gross Profit,” “Operating Expenses,” “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders.” Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures. Non-GAAP financial information includes the following:

●

Non-GAAP sales exclude the impact of changes in foreign currencies by retranslating prior period results at current period foreign exchange rates.

●

Non-GAAP gross profit excludes inventory recoveries related to the wind down of businesses within Global Components (“impact of wind down to inventory”) and impact of changes in foreign currencies.

●

Non-GAAP operating expenses exclude identifiable intangible asset amortization; restructuring, integration, and other; and impact of changes in foreign currencies.

●

Non-GAAP operating income excludes identifiable intangible asset amortization; restructuring, integration, and other; and impact of wind down to inventory.

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●

Non-GAAP effective income tax rate and non-GAAP net income attributable to shareholders exclude identifiable intangible asset amortization; restructuring, integration, and other; impact of wind down to inventory; gain on investments, net; and tax adjustments related to the U.S. federal tax law changes enacted as part of the 2017 Tax Cuts and Jobs Act (“impact of TCJA Tax Act settlements”).

Management believes that providing this additional information is useful 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-term 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, and in conjunction with, data presented in accordance with GAAP. For a discussion of what is included within “Restructuring, integration, and other” and “Gain on investments, net” refer to the similarly captioned sections of these items below.

Key Business Metrics

Management uses gross billings as an operational metric to monitor the operating performance of Global ECS, including 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 does not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. Refer to Note 1 - “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion of the company’s revenue recognition policies. 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.

Overview

The company sources and engineers technology for thousands of leading manufacturers, services providers, and users of enterprise computing solutions. The company has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. The company’s revenues originate primarily from the sales of semiconductor products, IP&E components, and IT hardware and software. Equipped with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and helps its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronic components and IT content portfolios to enhance value and market opportunities for stakeholders.

The company has two reportable segments, Global Components and Global ECS. Global Components, enabled by an extensive portfolio of value-added capabilities and services, markets and distributes electronic components primarily to OEMs and EMS providers. Global ECS is a leading value-added provider of comprehensive computing solutions and services. Its portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS offers broad market access, extensive supplier relationships, scale, and value-added solutions to enable its VARs and MSPs to meet the needs of their end-users. For the third quarter of 2026, approximately 74% and 26% of the company’s sales were from Global Components and Global ECS, respectively.

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The company’s strategic initiatives include:

Global Components:

●

Shifting toward an increased mix of higher-margin value-added services, including engineering, integration, and supply chain services by offering procurement, logistics, warehousing, and insights from data analytics, which generally leads to longer and more profitable relationships with the company’s suppliers and customers.

●

Striving to further penetrate the market for IP&E, which tends to be a margin-accretive segment of the broader available market.

Global ECS:

●

Enabling customer cloud-based solutions through ArrowSphere, the company’s cloud marketplace and management platform, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence and tools that IT solution providers need to drive growth. ArrowSphere includes an AI-enabled digital go-to-market platform aimed at helping the company’s channel partners sell and support a variety of cloud offerings at higher rates.

●

Providing value-added distribution services including sales and marketing, demand generation, support and managed services, digital platforms, and other services on behalf of certain suppliers.

Executive Summary


	Quarter Ended								Nine Months Ended
	October 3,			September 27,					October 3,			September 27,
(millions except per share data)	2026			2025			Change		2026			2025			Change
Consolidated sales	$	10,718		$	7,713		39.0	%	$	30,184		$	22,107		36.5	%
Global Components sales	$	7,943		$	5,556		42.9	%	$	21,949		$	15,619		40.5	%
Global ECS sales	$	2,775		$	2,156		28.7	%	$	8,235		$	6,487		26.9	%
Gross profit margin		10.8	%		10.8	%	flat			11.2	%		11.1	%	10	bps
Non-GAAP gross profit margin		10.8	%		10.8	%	flat			11.2	%		11.1	%	10	bps
Operating income	$	430		$	179		140.4	%	$	1,169		$	528		121.4	%
Operating income margin		4.0	%		2.3	%	170	bps		3.9	%		2.4	%	150	bps
Non-GAAP operating income	$	436		$	217		100.6	%	$	1,240		$	612		102.8	%
Non-GAAP operating income margin		4.1	%		2.8	%	130	bps		4.1	%		2.8	%	130	bps
Net income attributable to shareholders	$	318		$	109		191.6	%	$	826		$	377		119.3	%
Earnings per share attributable to shareholders - diluted	$	6.17		$	2.09		195.2	%	$	15.97		$	7.19		122.1	%
Non-GAAP net income attributable to shareholders	$	321		$	126		155.3	%	$	874		$	348		151.1	%
Non-GAAP earnings per share attributable to shareholders - diluted	$	6.22		$	2.41		158.1	%	$	16.89		$	6.64		154.4	%

The sum of sales by reportable segments may not agree to consolidated sales, as presented, due to rounding.

During the third quarter and first nine months of 2026, compared to the year-earlier periods, changes in foreign currencies decreased sales by approximately $10.3 million and increased sales by approximately $356.7 million, respectively, and increased operating income by $0.6 million and $11.5 million, respectively. During the third quarter and first nine months of 2026, changes in foreign currencies increased earnings per share on a diluted basis by $0.02 and $0.18, respectively, compared to the year-earlier periods.

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Business environment and other trends:

●

In the first nine months of 2026, the company continued to experience stronger demand trends as a result of sustained market strength in all regions within Global Components. As the market strength continues, the company is prioritizing profitable growth through careful management of mix, costs, and working capital and also through aligning investments with the pace of demand. The company expects stronger demand trends to continue in the coming quarters but due to continuing geopolitical and economic uncertainty, the company cannot currently predict the duration of or the extent to which these demand trends may impact future results.

●

In the first nine months of 2026, Global Components and Global ECS benefited from increased demand related to AI, due to widespread rapid expansion of AI infrastructure. This increased demand is contributing to constrained inventory, price inflation and extended lead times. The company expects the AI demand trend to continue in the coming quarters, but results will depend on future developments that are highly uncertain and cannot be predicted with confidence.

●

Within Global ECS, the company is party to certain multi-year non-cancellable purchase obligations through 2032, designating it as the exclusive partner to sell certain suppliers’ products and IT solutions. Beginning in the third quarter of 2025, the company recorded losses due to lower profit performance on certain of these contracts, which negatively impacted gross profit margins. Arrow is focusing on optimizing, enhancing, and scaling these offerings; and the company amended one and terminated another of these underperforming contracts with one of its supplier partners. However, due to the length and expected variability in the margins related to these contracts, their long-term performance cannot be reasonably estimated at this time, and the company could incur additional associated losses in future quarters.

●

The company’s global business continues to face uncertainty around ongoing developments related to U.S. and foreign tariff policies and is continuing to evaluate and further implement mitigating actions, including supply chain optimization and improved solutions around processing tariffs. Given the uncertain and evolving nature of U.S. and foreign tariff policies, the company cannot currently predict how tariffs may impact future quarters. Refer to Part I, Item 1A - Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion related to tariffs and tariff drawbacks.

Results of Operations

Sales by Reportable Segment

Following is an analysis of the company’s sales by reportable segment:


		Quarter Ended							Nine Months Ended
		October 3,		September 27,					October 3,			September 27,
(millions)		2026		2025		Change			2026			2025		Change
Consolidated sales, as reported		$	10,718	$	7,713	39.0	%		$	30,184		$	22,107	36.5	%
Impact of changes in foreign currencies			—		(10)					—			357
Non-GAAP consolidated sales		$	10,718	$	7,702	39.2	%		$	30,184		$	22,463	34.4	%

Global Components sales, as reported		$	7,943	$	5,556	42.9	%		$	21,949		$	15,619	40.5	%
Impact of changes in foreign currencies			—		4					—			218
Non-GAAP Global Components sales		$	7,943	$	5,561	42.8	%		$	21,949		$	15,837	38.6	%

Global ECS sales, as reported		$	2,775	$	2,156	28.7	%		$	8,235		$	6,487	26.9	%
Impact of changes in foreign currencies			—		(14)					—			139
Non-GAAP Global ECS sales		$	2,775	$	2,142	29.6	%		$	8,235		$	6,626	24.3	%

The sum of the components for sales, as reported, and sales on a non-GAAP basis may not agree to totals, as presented, due to rounding.

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Reportable Segment Sales by Geographic Region

Following is an analysis of the company’s reportable segment sales by geographic region:


	Quarter Ended										Nine Months Ended
	October 3,				September 27,						October 3,				September 27,
	2026				2025						2026				2025
(millions)	Sales		% of Sales		Sales		% of Sales		Change		Sales		% of Sales		Sales		% of Sales		Change
Americas Components sales	$	2,703	25.2	%	$	1,709	22.2	%	58.2	%	$	7,470	24.7	%	$	4,985	22.5	%	49.8	%
EMEA Components sales		2,037	19.0	%		1,444	18.7	%	41.1	%		5,741	19.0	%		4,211	19.1	%	36.3	%
Asia/Pacific Components sales		3,202	29.9	%		2,404	31.2	%	33.2	%		8,738	28.9	%		6,424	29.1	%	36.0	%
Global Components sales	$	7,943	74.1	%	$	5,556	72.0	%	42.9	%	$	21,949	72.7	%	$	15,619	70.7	%	40.5	%

Americas ECS sales	$	1,301	12.1	%	$	1,022	13.3	%	27.3	%	$	3,622	12.0	%	$	2,985	13.5	%	21.3	%
EMEA ECS sales		1,474	13.8	%		1,134	14.7	%	30.0	%		4,613	15.3	%		3,503	15.8	%	31.7	%
Global ECS sales	$	2,775	25.9	%	$	2,156	28.0	%	28.7	%	$	8,235	27.3	%	$	6,487	29.3	%	26.9	%
Consolidated sales	$	10,718	100.0	%	$	7,713	100.0	%	39.0	%	$	30,184	100.0	%	$	22,107	100.0	%	36.5	%

The sum of the components for sales by geographic region and consolidated sales may not agree to totals, as presented, due to rounding.

The increase in Global Components sales for the third quarter and first nine months of 2026, compared to the year-earlier periods, was primarily due to increased demand related to sustained market strength and AI-related growth. Global Components sales increased most notably in the following verticals:

●

aerospace and defense, industrial, transportation, and computing in the Americas region;

●

industrial, transportation, and aerospace and defense in the EMEA region; and

●

computing, industrial, transportation, consumer, and networking and communications in the Asia/Pacific region.

The increase in Global ECS sales for the third quarter and first nine months of 2026, compared to the year-earlier periods, was primarily attributable to growth across most major technologies, most notably, cloud-based solutions, cyber security, data protection, data intelligence, storage, and infrastructure software. Additionally, as a result of the timing of the quarter end, the first nine months of 2026 included four extra shipping days compared to the first nine months of 2025, which increased Global ECS sales.

Gross Billings

Following is an analysis of gross billings by geographic region for Global ECS:


		Quarter Ended								Nine Months Ended
		October 3,			September 27,					October 3,			September 27,
(millions)		2026			2025			Change		2026			2025			Change
Americas ECS gross billings		$	2,907		$	2,713		7.1	%	$	8,560		$	7,565		13.2	%
EMEA ECS gross billings			3,028			2,477		22.3	%		9,665			7,404		30.5	%
Global ECS gross billings		$	5,936		$	5,190		14.4	%	$	18,225		$	14,969		21.8	%

The sum of the components for Global ECS gross billings may not agree to totals, as presented, due to rounding.

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Gross Profit

Following is an analysis of the company’s gross profit by reportable segment:


		Quarter Ended									Nine Months Ended
		October 3,			September 27,						October 3,			September 27,
(millions)		2026			2025			Change			2026			2025			Change
Consolidated gross profit, as reported		$	1,159		$	835		38.8	%		$	3,375		$	2,458		37.3	%
Impact of wind down to inventory			(4)			(2)						(9)			(6)
Impact of changes in foreign currencies			—			(1)						—			43
Non-GAAP consolidated gross profit		$	1,155		$	833		38.8	%		$	3,366		$	2,495		34.9	%
Consolidated gross profit as a percentage of sales, as reported			10.8	%		10.8	%	flat				11.2	%		11.1	%	10	bps
Non-GAAP consolidated gross profit as a percentage of sales			10.8	%		10.8	%	flat				11.2	%		11.1	%	10	bps

Global Components gross profit, as reported		$	879		$	609		44.3	%		$	2,542		$	1,755		44.8	%
Impact of wind down to inventory			(4)			(2)						(9)			(7)
Impact of changes in foreign currencies			—			1						—			26
Non-GAAP Global Components gross profit		$	875		$	608		43.9	%		$	2,533		$	1,775		42.7	%
Global Components gross profit as a percentage of sales, as reported			11.1	%		11.0	%	10	bps			11.6	%		11.2	%	40	bps
Non-GAAP Global Components gross profit as a percentage of sales			11.0	%		10.9	%	10	bps			11.5	%		11.2	%	30	bps

Global ECS gross profit, as reported		$	281		$	226		24.0	%		$	833		$	702		18.6	%
Impact of changes in foreign currencies			—			(2)						—			17
Non-GAAP Global ECS gross profit		$	281		$	224		25.0	%		$	833		$	719		15.8	%
Global ECS gross profit as a percentage of sales, as reported			10.1	%		10.5	%	(40)	bps			10.1	%		10.8	%	(70)	bps
Non-GAAP Global ECS gross profit as a percentage of sales			10.1	%		10.5	%	(40)	bps			10.1	%		10.9	%	(80)	bps

The sum of the components for non-GAAP gross profit may not agree to totals, as presented, due to rounding.

Global Components gross profit margins increased during the third quarter and first nine months of 2026, compared with the year-earlier periods, driven by favorable product and value-added services mix as a result of sustained market and AI-related growth as discussed above.

Global ECS gross profit margins decreased during the third quarter and first nine months of 2026, compared with the year-earlier periods, primarily due to a shift in sales mix towards more sales recognized on a gross basis in the EMEA region (refer to discussion of the company’s revenue recognition policy in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025). Additionally, during the first nine months of 2026, the decrease was due to cost related to the underperformance of certain non-cancellable multi-year purchase obligations, where the quarterly fee was in excess of the margin realized, in the amount of $3.8 million and $52.1 million for the third quarter and first nine months of 2026, respectively, and $12.6 million and $18.3 million, for the third quarter and first nine months of 2025, respectively.

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Operating Expenses

Following is an analysis of the company’s operating expenses:


		Quarter Ended									Nine Months Ended
		October 3,			September 27,						October 3,			September 27,
(millions)		2026			2025			Change			2026			2025			Change
Consolidated operating expenses, as reported		$	729		$	656		11.1	%		$	2,206		$	1,930		14.3	%
Identifiable intangible asset amortization			(5)			(5)						(14)			(15)
Restructuring, integration, and other			(5)			(36)						(66)			(75)
Impact of changes in foreign currencies			—			(1)						—			30
Non-GAAP consolidated operating expenses		$	719		$	615		17.0	%		$	2,126		$	1,870		13.7	%
Consolidated operating expenses as a percentage of sales			6.8	%		8.5	%	(170)	bps			7.3	%		8.7	%	(140)	bps
Non-GAAP consolidated operating expenses as a percentage of non-GAAP sales			6.7	%		8.0	%	(130)	bps			7.0	%		8.3	%	(130)	bps

Global Components operating expenses, as reported		$	466		$	412		13.1	%		$	1,369		$	1,200		14.1	%
Identifiable intangible asset amortization			(4)			(4)						(11)			(12)
Impact of changes in foreign currencies			—			—						—			19
Non-GAAP Global Components operating expenses		$	462		$	408		13.3	%		$	1,358		$	1,207		12.5	%
Global Components operating expenses as a percentage of sales			5.9	%		7.4	%	(150)	bps			6.2	%		7.7	%	(150)	bps
Non-GAAP Global Components operating expenses as a percentage of non-GAAP sales			5.8	%		7.3	%	(150)	bps			6.2	%		7.6	%	(140)	bps

Global ECS operating expenses, as reported		$	182		$	162		12.2	%		$	546		$	464		17.5	%
Identifiable intangible asset amortization			(1)			(1)						(3)			(3)
Impact of changes in foreign currencies			—			(1)						—			11
Non-GAAP Global ECS operating expenses		$	181		$	160		13.1	%		$	543		$	473		14.8	%
Global ECS operating expenses as a percentage of sales			6.6	%		7.5	%	(90)	bps			6.6	%		7.2	%	(60)	bps
Non-GAAP Global ECS operating expenses as a percentage of non-GAAP sales			6.5	%		7.5	%	(100)	bps			6.6	%		7.1	%	(50)	bps

Corporate operating expenses, as reported		$	81		$	82		(1.3)	%		$	291		$	265		9.6	%
Restructuring, integration, and other			(5)			(36)						(66)			(75)
Non-GAAP corporate operating expenses		$	76		$	46		63.6	%		$	225		$	191		18.1	%

The sum of the components for non-GAAP operating expenses may not agree to totals, as presented, due to rounding.

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During the third quarter and first nine months of 2026, compared to the year-earlier periods, consolidated operating expenses increased primarily due to higher sales incentives and variable costs, in line with the increase in sales discussed above as well as changes in foreign currencies relative to the U.S. dollar. Additionally, Global ECS operating expenses increased due to higher employee-related costs and professional fees to expand the business related to multi-year non-cancellable purchase obligations. Corporate operating expenses increased primarily due to an increase in stock-based compensation expense, which was primarily attributable to equity-award forfeitures in 2025 that did not repeat in 2026.

Restructuring, Integration, and Other

Restructuring initiatives and integration costs are due to the company’s continued efforts to lower costs, drive operational efficiency, and consolidate certain operations, as necessary. The company recorded restructuring, integration, and other charges as follows:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(millions)		2026			2025			2026			2025
Restructuring, integration and related costs
Operating Expense Efficiency Plan costs (a)		$	1		$	35		$	50		$	63
Other plans (b)			4			—			9			2
Other expenses
Operating expense reduction costs not related to restructuring initiatives (c)			—			(1)			—			1
Other charges			—			2			6			9
Total		$	5		$	36		$	66		$	75

The sum of the components for restructuring, integration, and other may not agree to totals, as presented, due to rounding.

(a)	See details related to the Operating Expense Efficiency Plan discussed below.

(b)	These costs are primarily related to the termination of personnel not included in the Operating Expense Efficiency Plan.

(c)	As of October 3, 2026, the accrued liabilities related to these costs totaled $11.7 million and substantially all accrued amounts are expected to be spent in cash within two years.

Operating Expense Efficiency Plan

On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”), which was substantially complete as of July 4, 2026. Under the Plan, the company incurred pre-tax restructuring charges of approximately $200.0 million and is on target to reduce annual operating expenses by approximately $90.0 million to $100.0 million by the end of fiscal year 2026. The company is reinvesting a portion of these savings into various strategic initiatives as well as variable costs to support sales growth. For more details on the Plan, refer to Part II, Item 8 - Note 9 “Restructuring, Integration and Other” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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Operating Income

Following is an analysis of the company’s operating income by reportable segment:


		Quarter Ended									Nine Months Ended
		October 3,			September 27,						October 3,			September 27,
(millions)		2026			2025			Change			2026			2025			Change
Consolidated operating income, as reported		$	430		$	179		140.4	%		$	1,169		$	528		121.4	%
Identifiable intangible asset amortization			5			5						14			15
Restructuring, integration, and other			5			36						66			75
Impact of wind down to inventory			(4)			(2)						(9)			(7)
Non-GAAP consolidated operating income		$	436		$	217		100.6	%		$	1,240		$	612		102.8	%
Consolidated operating income as a percentage of sales			4.0	%		2.3	%	170	bps			3.9	%		2.4	%	150	bps
Non-GAAP consolidated operating income as a percentage of sales			4.1	%		2.8	%	130	bps			4.1	%		2.8	%	130	bps

Global Components operating income, as reported		$	413		$	197		109.3	%		$	1,173		$	556		111.1	%
Identifiable intangible asset amortization			4			4						11			12
Impact of wind down to inventory			(4)			(2)						(9)			(7)
Non-GAAP Global Components operating income		$	413		$	199		107.3	%		$	1,175		$	561		109.4	%
Global Components operating income as a percentage of sales			5.2	%		3.6	%	160	bps			5.3	%		3.6	%	170	bps
Non-GAAP Global Components operating income as a percentage of sales			5.2	%		3.6	%	160	bps			5.4	%		3.6	%	180	bps

Global ECS operating income, as reported		$	98		$	64		54.1	%		$	287		$	238		20.7	%
Identifiable intangible asset amortization			1			1						3			3
Non-GAAP Global ECS operating income		$	99		$	65		53.3	%		$	290		$	241		20.5	%
Global ECS operating income as a percentage of sales			3.5	%		3.0	%	50	bps			3.5	%		3.7	%	(20)	bps
Non-GAAP Global ECS operating income as a percentage of sales			3.6	%		3.0	%	60	bps			3.5	%		3.7	%	(20)	bps

The sum of the components for non-GAAP operating income may not agree to totals, as presented, due to rounding.

The sum of the components of consolidated operating income do not agree to totals, as presented, because unallocated corporate amounts are not included in the table above. Refer to Note M “Segment and Geographic Information” of the Notes to the Consolidated Financial Statements for further discussion.

The increase in consolidated operating income as a percentage of sales for the third quarter and first nine months of 2026 compared to the year-earlier periods relates primarily to the changes in sales discussed above.

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Gain on Investments, Net

Quarter Ended

Nine Months Ended

October 3,

September 27,

October 3,

September 27,

(millions)

 

2026

 

2025

 

2026

 

2025

Gain on investments, net

109

The decrease in gain on investments for the first nine months of 2026 is primarily related to a $99.0 million gain on the sale of an investment in certain equity securities during the second quarter of 2025. Refer to Note D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements.

Interest and Other Financing Expense, Net

The company recorded net interest and other financing expense as follows:

Quarter Ended

Nine Months Ended

October 3,

September 27,

October 3,

September 27,

(millions)

 

2026

 

2025

 

2026

 

2025

Interest and other financing expense, net

(40)

(55)

(126)

(171)

The decrease in interest and other financing expense, net for the third quarter and first nine months of 2026 compared to the year-earlier periods, is primarily related to lower average daily borrowings and reduced interest cost as a result of additional cash within cash pooling accounts. The decrease for the first nine months of 2026 compared to the year-earlier period was also driven by interest income on outstanding tariff receivables collected during the period related to the Global Components supply chain services offerings. Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings.

Income Tax

Income taxes for the interim periods presented have been included in the accompanying consolidated financial statements on the basis of an estimated annual effective tax rate. The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws, and changes resulting from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the company’s projections and assumptions are inherently uncertain; therefore, actual results could differ from projections.

Following is an analysis of the company’s consolidated effective income tax rate:


		Quarter Ended				Nine Months Ended
		October 3,		September 27,		October 3,		September 27,
		2026		2025		2026		2025
Effective income tax rate		19.1	%	15.2	%	21.5	%	19.1	%
Identifiable intangible asset amortization		0.1	%	0.3	%	0.1	%	0.2	%
Restructuring, integration, and other		—	%	2.1	%	0.2	%	1.1	%
Gain on investments, net		(0.1)	%	(0.4)	%	(0.1)	%	(1.3)	%
Impact of wind down to inventory		(0.1)	%	(0.3)	%	(0.1)	%	(0.2)	%
Impact of TCJA Tax Act settlements		—	%	5.6	%	—	%	2.0	%
Non-GAAP effective income tax rate		19.0	%	22.5	%	21.6	%	20.9	%

The sum of the components for non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.

The year-over-year change in the effective tax rate for the third quarter and first nine months of 2026 was primarily driven by a shift in jurisdictional mix of earnings, the impact of foreign currency exchange rate fluctuations in certain locations, and adjustments to reserves for uncertain tax positions, including resolution of tax audits.

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, significantly amending U.S. federal tax law, including changes to international tax provisions, expensing of research and experimental expenditures, depreciation, and interest deduction rules. The OBBBA did not have a material impact on the company’s effective tax rate for the current quarter; however, the company will continue to monitor developments and evaluate any potential future impacts.

Net Income Attributable to Shareholders

Following is an analysis of the company’s consolidated net income attributable to shareholders:


		Quarter Ended						Nine Months Ended
		October 3,			September 27,			October 3,			September 27,
(millions)		2026			2025			2026			2025
Net income attributable to shareholders, as reported		$	318		$	109		$	826		$	377
Identifiable intangible asset amortization*			5			5			14			15
Restructuring, integration, and other			5			36			66			75
Gain on investments, net			(3)			(5)			(9)			(109)
Impact of wind down to inventory			(4)			(2)			(9)			(7)
Tax effect of adjustments above			—			(9)			(15)			5
Impact of TCJA Tax Act settlements			—			(8)			—			(8)
Non-GAAP net income attributable to shareholders		$	321		$	126		$	874		$	348

The sum of the components for non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding.

* For the first nine months of 2025, identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interests.

The increase in net income attributable to shareholders in the third quarter and first nine months of 2026 compared to the year-earlier periods relates primarily to changes in operating income and interest and other financing expense, net, partially offset by the decrease in gain on investments, net discussed above.

Liquidity and Capital Resources

Management believes that the company’s current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization programs, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the next 12 months and the foreseeable future. The company’s current committed and undrawn liquidity stands at approximately $3.1 billion in addition to $215.6 million of cash on hand at October 3, 2026. The company also may issue debt or equity securities in the future, and management believes the company will have adequate access to the capital markets, if needed. The company continually evaluates its liquidity requirements and may seek to amend its existing borrowing capacity or access the financial markets as deemed necessary.

The company’s principal sources of liquidity are existing cash and cash equivalents, cash generated from operations, and cash provided by its revolving credit facilities and debt. The company’s principal uses of liquidity include cash used in operations, investments to grow working capital, scheduled interest and principal payments on its borrowings, and the return of cash to shareholders through share repurchases.

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The following table presents selected financial information related to liquidity:


		October 3,			December 31,
(millions)		2026			2025			Change
Working capital		$	7,703		$	7,437		$	266
Cash and cash equivalents			216			306			(90)
Short-term debt			110			—			110
Long-term debt			2,641			3,085			(444)

Working Capital

The company maintains a significant investment in working capital, which the company defines as accounts receivable, net, plus inventories less accounts payable. The increase in working capital during the first nine months of 2026 was primarily attributable to the higher inventory purchases to support future sales demand partially offset by timing of settlements, most notably within the Global Components supply chain services offerings. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements.

Working capital as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 18.0% for the third quarter of 2026, compared to 23.5% in the year-earlier period. The decrease in working capital as a percentage of sales was primarily due to increased sales.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less. At October 3, 2026, and December 31, 2025, the company had cash and cash equivalents of $215.6 million and $306.5 million, respectively, of which $183.7 million and $241.6 million, respectively, were held outside the United States.

The company has $6.3 billion of undistributed earnings of its foreign subsidiaries which it deems indefinitely reinvested, and recognizes that it may be subject to additional foreign taxes and U.S. state income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings. The company also has $2.2 billion of foreign earnings that are not deemed permanently reinvested and are available for distribution in future periods as of October 3, 2026.

Revolving Credit Facilities and Debt

The following tables summarize the company’s credit facilities:


					Outstanding Borrowings
		Borrowing			October 3,			December 31,
(millions)		Capacity			2026			2025
North American asset securitization program		$	1,750		$	638		$	970
Revolving credit facility			2,000			—			—
Commercial paper program (a)			1,200			—			—
Uncommitted lines of credit			160			—			—

(a)	Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility.

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		Average Daily Balance Outstanding
		Nine Months Ended						Effective Interest Rate
		October 3,			September 27,			October 3,		September 27,
(millions)		2026			2025			2026		2025
North American asset securitization program		$	481		$	683		4.76	%	4.66	%
Revolving credit facility			19			1		5.13	%	5.34	%
Commercial paper program			219			368		4.24	%	4.74	%
Uncommitted lines of credit			87			276		4.66	%	4.79	%

The company also has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region. Receivables sold under the program are excluded from “Accounts receivable, net” and no corresponding liability is recorded on the company’s consolidated balance sheets. During the first nine months of 2026 and 2025, the average daily balance outstanding under the EMEA asset securitization program was $428.6 million and $327.5 million, respectively. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements for further discussion.

The following table summarizes recent events impacting the company’s capital resources:


(millions)		Activity		Date		Notional Amount
North American asset securitization program		Increase in Capacity		September 2026		$	250
Uncommitted lines of credit		Decrease in Capacity		June 2026		$	300
Uncommitted lines of credit		Decrease in Capacity		February 2026		$	100
4.00% notes, due April 2025		Repaid		April 2025		$	350

Refer to Note G “Debt” of the Notes to the Consolidated Financial Statements for further discussion of the company’s short-term and long-term debt and available financing.

Cash Flows

The following table summarizes the company’s cash flows by category for the periods presented:


		Nine Months Ended
		October 3,			September 27,
(millions)		2026			2025			Change
Net cash provided by (used for) operating activities		$	577		$	(136)		$	713
Net cash (used for) provided by investing activities			(80)			51			(131)
Net cash used for financing activities			(500)			(109)			(391)

Cash Flows from Operating Activities

The net amount of cash provided by the company’s operating activities during the first nine months of 2026 was $576.7 million, and the cash used for operating activities during the first nine months of 2025 was $135.9 million. The change in cash provided by operating activities during 2026, compared to the year-earlier period, relates primarily to timing of settlements, most notably within the Global Components supply chain services offerings, and increase in income from operations, partially offset by higher inventory purchases to support future sales demand. The fluctuations in both “Accounts receivable, net” and “Accounts payable” are primarily related to the Global Components supply chain services offerings and are typically correlated as the company acts as an intermediary in the transaction and remits payments to the supplier upon receipt from the customer. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements.

Cash Flows from Investing Activities

The net amount of cash used for investing activities for the first nine months of 2026 was $80.1 million, and the cash provided by investing activities for the first nine months of 2025 was $51.0 million. The change in cash flows from investing activities related primarily to proceeds from the sale of an investment in certain equity securities (refer to Note

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D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements) and proceeds from the settlement of net investment hedges (refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements) in the second quarter of 2025.

Cash Flows from Financing Activities

The net amount of cash used for financing activities during the first nine months of 2026 and 2025 was $500.4 million and $109.4 million, respectively. The change in cash used for financing activities relates primarily to an increase in repayments of long-term bank borrowings and an increase in repurchases of common stock, partially offset by the redemption of a note in 2025.

Capital Expenditures

Capital expenditures for the first nine months of 2026 and 2025 were $80.1 million and $73.9 million, respectively, and the company expects capital expenditures to be approximately $100.0 million for fiscal year 2026. The company's capital expenditures primarily relate to enhancements in internally developed software, mainly ArrowSphere, the company's AI-enabled marketplace and management platform, as well as improvements of the company's facilities and warehouses. Refer to discussion of the company’s policy on software development costs in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Share Repurchase Program

During the first nine months of 2026, under the January 2023 program, the company repurchased 0.2 million shares of its common stock for $25.0 million, excluding excise taxes, and under the May 2026 program, the company repurchased 0.6 million shares of its common stock for $135.5 million, excluding excise taxes. During the first nine months of 2025, under the January 2023 program, the company repurchased 0.9 million shares of its common stock for $99.9 million, excluding excise taxes.

As of October 3, 2026, approximately $863.4 million remained available for repurchase under the May 2026 program.

The pace of the repurchase activity will depend on factors such as the company’s working capital needs, cash requirements for acquisitions, debt repayment obligations or repurchases of debt, share price, and economic and market conditions. The share repurchase program may be accelerated, suspended, delayed, or discontinued at any time subject to the approval of the company’s Board of Directors.

Contractual Obligations

The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, operating leases, and other sources and uses of capital that are summarized in the sections titled “Contractual Obligations” and “Additional Capital Requirements and Sources” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Refer to the section above titled “Revolving Credit Facilities and Debt” for updates to the company’s short-term and long-term debt obligations. Refer to the section above titled “Restructuring, Integration, and Other” for updates related to discussion of planned restructuring costs. Refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to Consolidated Financial Statements for further discussion on hedging activities.

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As of October 3, 2026, the company had purchase obligations of $33.5 billion, which represent an estimate of non-cancellable inventory purchase orders, future payments under IT distribution arrangements, and other contractual obligations related to information technology and facilities with $14.3 billion expected to be paid in the remaining three months of 2026, $7.2 billion in 2027, $3.0 billion in 2028, $2.2 billion in 2029, $1.5 billion in 2030, and $5.3 billion in 2031 and thereafter. Some of these purchase obligations relate to sales where the company acts as an agent in the transaction. Refer to discussion of the company’s revenue recognition policy in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

With the exception of the item noted above, there were no other material changes to “Contractual Obligations” and “Additional Capital Requirements and Sources” of the company as of October 3, 2026.

Critical Accounting Estimates

The company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the company to make significant estimates and judgments that have had or are reasonably likely to have a material impact on the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The company has established detailed policies and control procedures intended to ensure the appropriateness of such estimates and assumptions and their consistent application from period to period. The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes to the company’s critical accounting estimates for the nine months ended October 3, 2026. For more information, refer to the section titled “Critical Accounting Estimates” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Impact of Recently Issued Accounting Standards

See Note B “Impact of Recently Issued Accounting Standards” of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company’s consolidated financial position and results of operations.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

During the nine months ended October 3, 2026, there were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Part II, Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The company’s management, under the supervision and with the participation of the company’s Interim Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of October 3, 2026 (the “Evaluation”). Based upon the Evaluation, the company’s Interim Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) were effective as of October 3, 2026.

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Changes in Internal Control over Financial Reporting

There were no changes in the company’s internal control over financial reporting during the company’s most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

The information set forth under the heading “Environmental Matters” in Note L “Contingencies” in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Report, is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the company’s risk factors from those discussed in Part I, Item 1A - Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows the share repurchase activity for the quarter ended October 3, 2026:


									Approximate
							Total Number of		Dollar Value of
							Shares		Shares that May
		Total					Purchased as		Yet be
		Number of		Average			Part of Publicly		Purchased
		Shares		Price Paid			Announced		Under the
(thousands except share and per share data)		Purchased		per Share			Program		Programs (a) (b)
July 5 through August 1, 2026		72,294		$	206.84		72,294		$	941,982
August 2 through August 29, 2026		306,461			209.21		306,461			877,866
August 30 through October 3, 2026		63,018			216.44		63,018			863,355
		441,773					441,773

(a)	Average price paid per share excludes 1% excise tax on share repurchases.

(b)

On May 12, 2026, the company’s Board of Directors authorized a $1.0 billion share repurchase program that replaced the prior share repurchase program authorized in January 2023. The company’s share repurchase program does not have an expiration date. As of October 3, 2026, the total authorized dollar value of shares available for repurchase was $1.0 billion of which $136.6 million has been utilized, and the $863.4 million in the table represents the remaining amount available for repurchase under the program.

Item 5.Other Information

Trading Arrangements

During the quarter ended October 3, 2026, none of the company’s directors or officers adopted, amended, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.

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Item 6.Exhibits



Exhibit Number		Exhibit

10(a)+		Employment Agreement dated July 31, 2026, between the Company and Deidra C. Merriwether (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on August 6, 2026).

10(b)+*		Restricted Stock Unit Award Agreement for William F. Austen.

10(c)		Amendment No. 36, dated as of September 2, 2026, to the Transfer and Administration Agreement dated March 21, 2001 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on September 4, 2026).

31(i)(A)*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(i)(B)*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(i)**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(ii)**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	: Filed herewith.

**	: Furnished herewith.

+ : Indicates a management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ARROW ELECTRONICS, INC.

Date:	November 5, 2026	By:	/s/ Rajesh K. Agrawal
			Rajesh K. Agrawal
			Senior Vice President, Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)

			/s/ Brandon Brewbaker
			Brandon Brewbaker
			Vice President, Corporate FP&A and Chief Accounting Officer

‌Exhibit 10(b)

Arrow Electronics, Inc.
Restricted Stock Unit Award Agreement

Executive Committee

Grantee:William F. Austen

Grant Date:September 16, 2026

Number of Restricted
Stock Units: 23,619

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) dated as of September 16, 2026 is between Arrow Electronics, Inc., a New York corporation (the “Company” or “Arrow”), and William F. Austen (the “Grantee” or “you”). In consideration of mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

Subject to the provisions of this Agreement and the provisions of the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended from time to time, the “Plan”), the Company hereby grants to Grantee the number of restricted stock units shown above (the “Restricted Stock Units”) as of September 16, 2026 (the “Grant Date”). Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.

1.Vesting Generally. Subject to the provisions of Sections 2 through 6 of this Agreement, one hundred percent (100%) of the Restricted Stock Units will vest and become non-forfeitable on the first anniversary of the Grant Date, but only if Grantee remains in continuous Service with Arrow through the applicable anniversary. Within thirty (30) days after Restricted Stock Units vest, each vested Restricted Stock Unit shall be settled by delivery of one Share. Any fractional Restricted Stock Units shall be rounded to the nearest whole number. Delivery of Shares within the applicable grace periods permitted by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A of the Code”), shall be deemed made on the scheduled payment date.

2.[Reserved]

3.[Reserved]

4.Forfeiture upon Certain Terminations. Except as described in Sections 5 and 6 hereof, upon your termination of Service prior to the first anniversary of the Grant Date the Restricted Stock Units will be immediately, automatically, and irrevocably forfeited and no payment or delivery of Shares will be made therefor.

5.Death or Disability. Upon your termination of Service from Arrow by reason of death or Disability, any unvested part of the Restricted Stock Units will vest immediately.

6.Termination of Service following a Change of Control. Any unvested portion of the Restricted Stock Units that have been substituted or replaced with an equivalent award by the successor will vest immediately upon the termination of your Service by Arrow without

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Cause or by you for Good Reason, in either such case occurring within two (2) years after a Change of Control of Arrow.

The terms “Cause,” “Change of Control,” “Disability,” “Good Reason,” and “Service,” as used in this Agreement, are defined in Section 17 below.

7.Cancellation or Clawback of Awards. In consideration of the grant of this award to you, you agree that this award is subject to any Clawback Policies the Company has in place or may adopt from time to time, pursuant to which the Committee may, to the extent permitted by applicable law or the Clawback Policies, and will, to the extent required by applicable law, cancel or require recovery, repayment or clawback of this award (whether or not vested) or any payments, Shares delivered, or gain therefrom (if so provided under the applicable Clawback Policy) upon vesting, exercise, or settlement of this Award or sale of Shares underlying this award. In consideration of the grant of this award to you, you further agree that Section 22.1 of the Plan applies to you and this award.

8.Restriction Period. For any Restricted Stock Unit, the “Restriction Period” begins on the Grant Date and ends on the date on which that Restricted Stock Unit vests.

9.Rights of Shareholder. Grantee shall not be entitled to any voting rights or other rights or privileges of ownership of Shares with respect to the Restricted Stock Units unless and until Shares are actually delivered to Grantee pursuant to this Agreement.

10.Dividends. In the event that dividends are paid, Grantee will be credited as of the date each such dividend is paid with additional Restricted Stock Units having a value equal to the aggregate amount of the dividend that would have been paid with respect to the Grantee’s Restricted Stock Units if they had been actual Shares, based on the Fair Market Value (as defined in the Plan) of a Share on the applicable dividend payment date. Such additional Restricted Stock Units shall also be credited with additional Restricted Stock Units as dividends are paid thereafter and shall be subject to the same restrictions and conditions as the Restricted Stock Units with respect to which they were credited.

11.Transferability. Except as otherwise determined by the Committee, Restricted Stock Units granted under this Agreement are not transferable by Grantee, whether voluntarily or involuntarily, by operation of law or otherwise, during the Restriction Period, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units, made, or attachment, execution, garnishment, or lien issued against or placed upon the Restricted Stock Units, shall be void.

12.Administration. This Agreement and the rights of Grantee hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. You can only accept and receive the award by indicating your acceptance of the terms and conditions set forth in this Agreement. By accepting this Agreement, you accept and agree to all of its terms. If you do not accept this Agreement, your award will be forfeited.

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13.Arrow Electronics Anti-Hedging and Anti-Pledging Policy. You are required to comply with the Arrow Electronics Anti-Hedging Policy with respect to transactions in Shares acquired under the Plan.

14.Personal Data. You hereby explicitly and unambiguously consent to the collection, use, and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, your employer (the “Employer”), the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, and telephone number, date of birth, social insurance number, or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration, and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing the Plan to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon vesting of the Restricted Stock Units. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Restricted Stock Units or other awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

15.Nature of Grant. By participating in the Plan, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

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(c) all decisions with respect to future grants of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Unit grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) the Restricted Stock Units are not intended to replace any pension rights or compensation; (g) the Restricted Stock Units, the underlying Shares and the income and value of same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) unless otherwise agreed with the Company in writing, the Restricted Stock Units, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (k) for purposes of the Restricted Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in Sections 3 through 6 of this Agreement or determined by the Company, your right to vest in the Restricted Stock Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); and (l) the following provisions apply only if you are providing services outside the United States: (A) the Restricted Stock Units, the underlying Shares, and the income and value of same are not part of normal or expected compensation or salary for any purpose; and (B) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amount due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.

16.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares. You should consult with your

4‌

own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

17.Definitions. For purposes of this Agreement, the following terms will have the meanings set forth below:

a.“Cause” means that the Committee, in its sole discretion, determined that you: (i) intentionally failed to perform your duties for Arrow and that failure continues after you receive written warning concerning your failure to perform (this does not mean a mere failure to attain financial goals); (ii) engaged in illegal conduct or gross misconduct which is significantly and demonstrably injurious to Arrow; or (iii) violated any provision of Arrow’s Worldwide Code of Business Conduct and Ethics or of any other written agreement you may have with Arrow.

b.“Change of Control” means the occurrence of either of the following events: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty (30%) percent or more of the total voting power of the stock of the Company, or (ii) a majority of the members of the Company’s Board of Directors is replaced during a 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.

c.“Clawback Policy” or “Clawback Policies” means any policy or policies adopted from time to time by The Board of Directors of Arrow Electronics, Inc. that provides for the recoupment of certain employee compensation in response to certain events, including but not limited to, an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or an employee’s involvement in any misconduct.

d.“Committee” means the Compensation Committee of Arrow’s Board of Directors or a designated subcommittee thereof.

e.“Disability” means due to illness, injury, or a physical or medically recognized mental condition, (i) you are unable to perform your duties and responsibilities with reasonable accommodation for 120 consecutive calendar days, or 180 calendar days during any twelve-month period, as determined by a physician agreed to by the Company and you, or (ii) you are 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 or one of its Subsidiaries or Affiliates in which you participate.

f.“Good Reason” means the occurrence of any of the following changes to your employment, provided that Arrow does not rescind such changes within thirty days following your written request: (i) a material adverse diminution in your duties and responsibilities; (ii) your base salary is materially reduced, other than in connection with a region-wide or company-wide pay cut/furlough program; or (iii) a material change in the geographic location of your principal place of business of more than fifty (50) miles from your current location. For the avoidance of doubt, a mere change in title and/or reporting relationship shall not be grounds for a claim of “Good Reason.” You will have “Good Reason” to terminate your employment only if such action is taken during the two (2) year period following a Change of Control.

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g.“Service” means your employment by Arrow (or one of its Subsidiaries or Affiliates) or your service on the Board of Directors of Arrow.

18.Tax Withholding. You acknowledge that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon settlement of the Restricted Stock Units.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the maximum rate is used, any over-withheld amount will be refunded to you in cash by the Company or Employer (with no entitlement to the Share equivalent), or if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 18 to the contrary, to avoid a prohibited acceleration under Section 409A of the Code, if Shares subject to the Restricted Stock Units will be withheld (or sold on your behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that is considered nonqualified deferred compensation subject to Section 409A of the Code, then the

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number of Shares withheld (or sold on your behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.

19.Section 409A Compliance. The following provisions shall apply if Grantee is a U.S. Taxpayer.

Notwithstanding the foregoing provisions of this Agreement, no Shares or amounts payable hereunder in connection with a termination of your employment that are subject to Section 409A of the Code as deferred compensation (and do not qualify for the “short-term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from service,” within the meaning of Section 409A of the Code. In addition, if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code.

The Restricted Stock Units are intended to be exempt from or compliant with Section 409A of the Code and the U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A of the Code or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan, or both, without the consent of Grantee, in the manner that the Committee may determine to be necessary or advisable in order to comply with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. This Section 19 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest, and penalties or any other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall Arrow or any of its Subsidiaries or Affiliates be liable to any party for any additional tax, interest, or penalties that may be imposed on Grantee by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or for any action taken by the Committee.

20.Foreign Asset/Account, Exchange Control, and Tax Reporting. You may be subject to foreign asset/account, exchange control, and/or tax reporting requirements as a result of the acquisition, holding, and/or transfer of Shares or cash (including dividends, dividend equivalents, and the proceeds arising from the sale of Shares) derived from your participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside your country. The applicable laws of your country may require that you report such accounts, assets, the balances therein, the value thereof, and/or the transactions related thereto to the applicable authorities in such country. You acknowledge that you are responsible for ensuring compliance with any applicable foreign asset/account, exchange control, and tax reporting requirements and should consult your personal legal advisor on this matter.

21.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the

7‌

Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

22.Governing Law and Venue. The Restricted Stock Unit grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of New York, without regard to the conflict of law provisions, as provided in the Plan.

For purposes of litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York County, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

23.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

24.Language. If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

25.Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

26.Waiver. You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

The parties have entered into this Agreement as of the date first written above by signing where indicated below.

[SIGNATURE PAGE TO FOLLOW]

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Arrow Electronics, Inc.

By:

/s/ Gretchen Zech

Gretchen Zech

SVP and Chief Governance, Sustainability, and Human Resources Officer

/s/ William F. Austen

William F. Austen

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Exhibit 31(i)(A)

Arrow Electronics, Inc.

Certification of Chief Executive Officer Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, William F. Austen, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Arrow Electronics, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 5, 2026	By:	/s/ William F. Austen
		William F. Austen
		Interim President and Chief Executive Officer

Exhibit 31(i)(B)

Arrow Electronics, Inc.

Certification of Chief Financial Officer Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Rajesh K. Agrawal, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Arrow Electronics, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 5, 2026	By:	/s/ Rajesh K. Agrawal
		Rajesh K. Agrawal
		Senior Vice President, Chief Financial Officer

Exhibit 32(i)

Arrow Electronics, Inc.

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”)

In connection with the Quarterly Report on Form 10-Q of Arrow Electronics, Inc. (the "company") for the quarter ended October 3, 2026 (the "Report"), I, William F. Austen, Interim President and Chief Executive Officer of the company, certify, pursuant to the requirements of Section 906, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.


Date: November 5, 2026	By:	/s/ William F. Austen
		William F. Austen
		Interim President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32(ii)

Arrow Electronics, Inc.

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”)

In connection with the Quarterly Report on Form 10-Q of Arrow Electronics, Inc. (the "company") for the quarter ended October 3, 2026 (the "Report"), I, Rajesh K. Agrawal, Senior Vice President, Chief Financial Officer of the company, certify, pursuant to the requirements of Section 906, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.


Date: November 5, 2026	By:	/s/ Rajesh K. Agrawal
		Rajesh K. Agrawal
		Senior Vice President, Chief Financial Officer