Avnet Inc. Files 8-K: Material Agreements & Financial Obligations

TL;DR

Avnet filed an 8-K detailing new material agreements and financial obligations.

AI Summary

On September 2, 2025, Avnet, Inc. entered into a material definitive agreement, likely related to a financial obligation. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, Avnet disclosed unregistered sales of equity securities and other events.

Why It Matters

This filing indicates significant financial activities and agreements for Avnet, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks.

Key Numbers

• 0000008858-25-000047 — Accession Number (Unique identifier for the filing)
• 1-4224 — Commission File Number (SEC file number for Avnet, Inc.)

Key Players & Entities

• Avnet, Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• New York (jurisdiction) — State of incorporation
• Phoenix, Arizona (location) — Principal executive offices
• 4806432000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.00 — h registered: Common stock, par value $1.00 per share AVT NASDAQ Global Select
• $650.0 million — vnet" or the "Company") issued and sold $650.0 million aggregate principal amount of its 1.75%
• $100.0 million — y, the "Initial Purchasers"), including $100.0 million aggregate principal amount of Notes tha
• $632.8 million — ds from the offering were approximately $632.8 million. The Company used approximately $100.0
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
• $70.27 — itial conversion price of approximately $70.27 per share of the Company's common stock
• $52.05 — Fundamental Change is either less than $52.05 per share or greater than $150.00 per s
• $150.00 — s than $52.05 per share or greater than $150.00 per share. The Company will not increas
• $50.0 million — btedness for borrowed money of at least $50.0 million; and (vii) certain events of bankruptcy
• $500.0 million — lease announcing its intention to offer $500.0 million aggregate principal amount of the Notes
• $550.0 million — the pricing of its upsized offering of $550.0 million aggregate principal amount of the Notes

Filing Documents

• avt-20250902x8k.htm (8-K) — 69KB
• avt-20250902xex4d1.htm (EX-4.1) — 1126KB
• avt-20250902xex99d1.htm (EX-99.1) — 20KB
• avt-20250902xex99d2.htm (EX-99.2) — 26KB
• avt-20250902xex4d1001.jpg (GRAPHIC) — 3KB
• avt-20250902xex4d1002.jpg (GRAPHIC) — 4KB
• avt-20250902xex4d1003.jpg (GRAPHIC) — 4KB
• avt-20250902xex4d1004.jpg (GRAPHIC) — 5KB
• avt-20250902xex4d1005.jpg (GRAPHIC) — 3KB
• avt-20250902xex4d1006.jpg (GRAPHIC) — 5KB
• avt-20250902xex99d1001.jpg (GRAPHIC) — 7KB
• avt-20250902xex99d2001.jpg (GRAPHIC) — 7KB
• 0000008858-25-000047.txt ( ) — 1563KB
• avt-20250902.xsd (EX-101.SCH) — 4KB
• avt-20250902_lab.xml (EX-101.LAB) — 15KB
• avt-20250902_pre.xml (EX-101.PRE) — 10KB
• avt-20250902x8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2025, Avnet, Inc. ("Avnet" or the "Company") issued and sold $650.0 million aggregate principal amount of its 1.75% Convertible Senior Notes due 2030 (the "Notes") to several investment banks acting as initial purchasers (collectively, the "Initial Purchasers"), including $100.0 million aggregate principal amount of Notes that were issued and sold pursuant to the exercise in full by the Initial Purchasers of their option to purchase additional Notes. The Notes were issued pursuant to an indenture (the "Indenture"), dated as of September 5, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The net proceeds from the offering were approximately $632.8 million. The Company used approximately $100.0 million of the net proceeds from the offering to repurchase approximately 1.92 million shares of its common stock pursuant to its existing share repurchase program concurrently with the pricing of the offering in privately negotiated transactions effected through one or more of the Initial Purchasers or their affiliates, as the Company's agent. The Company intends to use the remainder of the net proceeds to repay a portion of the amounts outstanding under its revolving credit facility. The Notes are the Company's senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026. The Notes will mature on September 1, 2030, unless earlier repurchased, redeemed or converted. Prior to June 1, 2030, the Notes will be convertible at the option of the holder only under the following circumstances: (i) during any fiscal quarter (and only during such fiscal quart

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the purchase agreement, dated September 2, 2025, by and among the Company and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and BofA Securities, Inc., as the representatives of the Initial Purchasers. The shares of the Company's common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of the Company's common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Company's common stock.

01 Other Events

Item 8.01 Other Events. On September 2, 2025, the Company issued a press release announcing its intention to offer $500.0 million aggregate principal amount of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 3, 2025, the Company issued a press release announcing the pricing of its upsized offering of $550.0 million aggregate principal amount of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This document contains forward-looking statements within the meaning of Section 27A of the Securities and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to, the anticipated use of net proceeds from the offering and the financial condition of the Company. These statements are based on management's current expectations and are subject to uncertainties and changes in factual circumstances. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by them. You can find many of these statements by looking for words like "believes," "projected," "plans," "expects," "anticipates," "should," "will," "may," "estimates," or similar expressions. The forward-looking statements are subject to numerous assumptions, risks and uncertainties. You should not place undue reliance on forward-looking statements, each of which speaks only as of the date on which such statement is made. Except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made. The following factors, in addition to those discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 2025 could affect the Company's future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements: geopolitical events and military conflicts; pandemics and other health-related crises; competitive pressures among distributors of electronic components; an industry down-cycle in semiconductors; relationships with key suppliers and allocations of products by suppliers; accounts receivable defaults; risks relating to the Company's international sales and operations, including risks relating to repatriating cash, foreign currency fluctuations, inflation,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following materials are attached as exhibits to this Current Report on Form 8-K: Exhibit Number Description 4.1 Indenture, dated as of September 5, 2025, between Avnet, Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of 1.75% Notes due 2030 (included as Exhibit A to Exhibit 4.1) 99.1 Press Release dated September 2, 2025. 99.2 Press Release dated September 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Date: September 5, 2025 AVNET, INC. By: /s/ Kenneth A. Jacobson Name: Kenneth A. Jacobson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR