Arrow Electronics Files 8-K: Operations, Personnel & Financials

TL;DR

Arrow Electronics dropped an 8-K: financial results, board shake-up, and Reg FD news. Check it out.

AI Summary

On September 16, 2025, Arrow Electronics, Inc. filed an 8-K report detailing significant corporate events. The filing includes information on the company's results of operations and financial condition, the departure and election of directors and officers, and a Regulation FD disclosure. It also contains financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Arrow Electronics' financial performance and leadership changes, which could impact investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing covers operational results, director changes, and financial statements, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

• ARROW ELECTRONICS, INC. (company) — Registrant
• September 16, 2025 (date) — Date of earliest event reported
• New York (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

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• $61,000 — t least six months at a monthly rate of $61,000. The Separation Agreement includes cust

Filing Documents

• tm2526347d1_8k.htm (8-K) — 37KB
• tm2526347d1_ex10-1.htm (EX-10.1) — 164KB
• tm2526347d1_ex99-1.htm (EX-99.1) — 10KB
• tm2526347d1_ex99-1img001.jpg (GRAPHIC) — 1KB
• 0001104659-25-090894.txt ( ) — 409KB
• arw-20250916.xsd (EX-101.SCH) — 3KB
• arw-20250916_lab.xml (EX-101.LAB) — 33KB
• arw-20250916_pre.xml (EX-101.PRE) — 22KB
• tm2526347d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. As of September 17, 2025, Arrow Electronics, Inc. (the "Company") reaffirms its Third-Quarter 2025 Outlook, as provided in a press release issued July 31, 2025, that was previously furnished as Exhibit 99.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on July 31, 2025. The information in this Item 2.02 is being furnished and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On and effective as of September 16, 2025 (the "Effective Date"), the Board of Directors (the "Board") of the Company appointed William ("Bill") F. Austen, age 66, as the Company's Interim President and Chief Executive Officer ("CEO"). Mr. Austen succeeds Sean Kerins who separated from the Company as a Director, President and CEO as of the Effective Date. Mr. Austen has served as a Director since May 15, 2020. Mr. Austen served as president, chief executive officer, and director of Bemis Company, Inc. a leading global manufacturer of flexible packaging products and pressure-sensitive materials, for six years prior to June 2019. From 2013 to 2014, he served as Bemis' executive vice president of operations and chief operating officer. From 2000 to 2013, Mr. Austen held roles of increasing executive and operational leadership responsibilities with Bemis and Bemis' divisions. Mr. Austen also served on the Board of Directors of Tenant Company and Arconic Corporation from 2007 through 2022 and 2020 through 2023 respectively. Mr. Austen will remain on the Board, though he has stepped down as Chair of the Corporate Governance Committee and as a member of the Compensation Committee while serving as Interim President and CEO. Concurrent with Mr. Kerins' resignation from the Board, the Board authorized a reduction in the size of the Board to nine members. In connection with his separation, Mr. Kerins became entitled to receive the benefits provided to him under the Company's Supplemental Executive Retirement Plan and SERP Health Plan for a separation from service following his normal retirement date (as set forth in the applicable plan). In addition, he and the Company entered into a Separation and Release of Claims Agreement, dated September 16, 2025 (the "Separation Agreement"), pursuant to which all of his vested

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 16, 2025, the Company issued a press release relating to the above leadership change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 is being furnished and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits The following are filed herewith: Exhibit No. Description 10.1 Sean Kerins Separation and Release of Claims Agreement dated September 16, 2025. 99.1 Press Release dated September 16, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Information Relating to Forward-Looking Statements This current report on Form 8-K 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 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. Such forward-looking statements include, but are not limited to, statements regarding: Arrow's future financial performance, including its outlook on financial results for the third quarter of fiscal 2025 such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, interest and other expense, impact to sales due to changes in foreign currencies, the timing of the completion of the company's restructuring initiatives (the "Operating Expense Efficiency Plan") and Arrow's estimated costs and expected operating expense reductions associated therewith, industry trends and expectations regarding market demand and conditions, and shareholder returns. These and other forward-looking from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions; disruptions, shortages, or inefficiencies in the supply chain; trade protection measures, tariffs, increased trade tensions, trade agreements and policies,

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARROW ELECTRONICS, INC. Date: September 17, 2025 By: /s/ Carine Jean-Claude Carine Jean-Claude Senior Vice President, Chief Legal and Compliance Officer, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR