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Arrow Electronics (NYSE: ARW) lifts Q2 sales 31.8% and EPS 46.5%

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Arrow Electronics, Inc. delivered strong year-over-year growth for the quarter ended July 4, 2026. Consolidated sales were $9,992 million, up 31.8% from 2025, with gross margin at 11.3%. Operating income increased to $377 million (3.8% margin), while net income attributable to shareholders rose to $273 million and diluted EPS reached $5.26, up 46.5%.

Global Components sales grew 39.4% to $7,366 million, producing segment operating income of $396 million and a 5.4% margin, supported by sustained market strength and AI‑related growth. Global ECS sales increased 14.4% to $2,627 million, driven by cloud-based solutions, infrastructure software, and compute, while its gross margin declined to 10.2% from 11.2%.

For the first six months of 2026, net cash provided by operating activities was $1,018,101 thousand, up from $145,783 thousand a year earlier. Long-term debt decreased to $2,053,041 thousand, including repayment of $970.0 million previously outstanding under the North American asset securitization program. The company repurchased an aggregate 0.4 million shares in 2026 under its January 2023 and May 2026 programs, leaving $956,935 thousand of authorization available. Multi-year restructuring under the Operating Expense Efficiency Plan has incurred $200,632 thousand of costs to date, with $31,867 thousand accrued. Environmental remediation liabilities for legacy Huntsville and Norco sites total $24.2 million, with future costs estimated within disclosed ranges.

Positive

  • Q2 2026 consolidated sales rose 31.8% to $9,992 million, while diluted EPS increased 46.5% to $5.26 and operating income nearly doubled to $377 million, reflecting broad-based top- and bottom-line expansion.
  • Net cash provided by operating activities for the first six months of 2026 increased to $1,018,101 thousand from $145,783 thousand, and long-term debt declined to $2,053,041 thousand from $3,084,715 thousand, significantly strengthening leverage and liquidity.

Negative

  • None.

Filing Explained

As of July 4, 2026, $1.0 billion owed under supplier-finance programs was included in accounts payable, with payment and offset mechanics differing.

Form 10-Q is an unaudited quarterly report; this filing presents Arrow Electronics’ interim financial position and disclosures as of July 4, 2026.

The company had $1.0 billion of supplier-finance obligations outstanding in accounts payable, and it must pay the participating finance providers while its right to offset amounts owed by suppliers is restricted for sold receivables.

Arrow’s EMEA program permits up to €600.0 million of receivable sales through December 2027, while its North American program permits up to $1.5 billion of borrowing; these are capacities, not amounts currently borrowed, and North American borrowings were zero at July 4, 2026.

The company also reported $160.0 million of aggregate uncommitted-line capacity, down from $460.0 million in the prior quarter, with no borrowings under those lines at July 4, 2026.

The Operating Expense Efficiency Plan was substantially complete at July 4, 2026; $31,867 thousand remained accrued and was expected to be paid in cash within two years.

Key follow-up items are the supplier-finance balance in accounts payable, the EMEA program’s December 2027 maturity, the North American program’s September 2027 maturity, and the related financial-covenant requirements.

Consolidated sales Q2 2026 $9,992 million Quarter ended July 4, 2026; up 31.8% from $7,580 million in the prior-year quarter
Diluted EPS Q2 2026 $5.26 Diluted earnings per share for quarter ended July 4, 2026; up 46.5% from $3.59
Operating cash flow H1 2026 $1,018,101 thousand Net cash provided by operating activities for six months ended July 4, 2026 vs $145,783 thousand in 2025
Long-term debt July 4, 2026 $2,053,041 thousand Long-term debt balance at July 4, 2026, down from $3,084,715 thousand at December 31, 2025
Global Components sales Q2 2026 $7,366 million Segment sales for quarter ended July 4, 2026 vs $5,285 million in Q2 2025
Global ECS gross margin Q2 2026 10.2% Global ECS gross profit as a percentage of sales vs 11.2% in the prior-year quarter
Environmental remediation liability $24.2 million Accrued liabilities for ongoing remediation at Huntsville and Norco sites
asset securitization program financial
"The company has a North American asset securitization program collateralized by accounts receivable"
supplier finance programs financial
"the company has entered into agreements ("supplier finance programs") with third-party finance providers"
gross billings financial
"Management uses gross billings as an operational metric to monitor the operating performance of Global ECS"
Gross Billings is the total amount of money a company earns from selling its products or services before any expenses or discounts are taken out. It shows how much business the company is doing overall and helps investors understand its growth or size. Think of it as the total sales receipt before deducting costs or returns.
net investment hedges financial
"Foreign exchange contracts were designated as net investment hedges, hedging a portion of the company’s net investments"
A net investment hedge is a financial step a company takes to protect the reported value of its ownership in foreign subsidiaries from swings in exchange rates. By using derivatives or foreign‑currency borrowings to offset translation gains or losses, the company reduces how much its balance sheet and reported equity jump around when currencies move — like locking a price tag on a foreign store so its value in the home currency stays steadier for investors.
Operating Expense Efficiency Plan financial
"the company announced a multi-year restructuring plan (the Operating Expense Efficiency Plan)"
An operating expense efficiency plan is a company’s structured program to reduce routine costs and improve how work gets done — covering areas such as staffing, processes, technology and supplier contracts. For investors it signals management’s effort to boost profit margins and free cash flow, like trimming household bills to save more each month; successful plans can increase earnings predictability and shareholder value, though promised savings may not always be realized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Arrow Electronics (ARW) perform financially in Q2 2026?

Arrow Electronics reported Q2 2026 sales of $9,992 million, up 31.8% year over year, with operating income of $377 million. Net income attributable to shareholders was $273 million, and diluted EPS increased to $5.26 from $3.59 in the prior-year quarter.

What drove Global Components and Global ECS growth for Arrow Electronics (ARW) in 2026?

Global Components sales grew 39.4% in Q2 2026 to $7,366 million, helped by sustained market strength and AI-related growth. Global ECS sales increased 14.4% to $2,627 million, driven by cloud-based solutions, infrastructure software, and compute offerings.

How strong were Arrow Electronics (ARW) cash flow and debt metrics in the first half of 2026?

For the first six months of 2026, Arrow generated $1,018,101 thousand in net cash from operating activities versus $145,783 thousand a year earlier. Long-term debt fell to $2,053,041 thousand, aided by repayment of $970.0 million previously outstanding under the North American asset securitization program.

What share repurchase activity did Arrow Electronics (ARW) undertake in 2026?

In 2026, Arrow repurchased 0.2 million shares for $25.0 million under its January 2023 program and 0.2 million shares for $42.8 million under the May 2026 program. Under the May 2026 authorization, $956,935 thousand of capacity remained available as of July 4, 2026.

What restructuring costs is Arrow Electronics (ARW) incurring under the Operating Expense Efficiency Plan?

During the first six months of 2026, Arrow recorded $44,193 thousand of costs related to its Operating Expense Efficiency Plan. Cumulatively, the plan has incurred $200,632 thousand of costs, with $31,867 thousand remaining accrued and expected to be largely paid in cash within two years.

What environmental liabilities does Arrow Electronics (ARW) disclose for the Huntsville and Norco sites?

Arrow has accrued $24.2 million for environmental remediation at its Huntsville and Norco sites. It has spent approximately $9.7 million and $90.7 million to date at these locations and estimates additional costs within disclosed ranges, noting potential for future estimate changes.
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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 July 4, 2026

OR

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 50,905,423 shares of Common Stock outstanding as of July 30, 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

2

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.

3

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

Six Months Ended

July 4,

June 28,

July 4,

June 28,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Sales

$

9,992,237

$

7,579,947

$

19,465,785

$

14,393,964

Cost of sales

 

8,867,028

 

6,731,290

 

17,250,116

 

12,771,315

Gross profit

 

1,125,209

 

848,657

 

2,215,669

 

1,622,649

Operating expenses:

 

  ​

 

  ​

 

  ​

 

  ​

Selling, general, and administrative

 

688,138

 

600,990

 

1,344,279

 

1,163,306

Depreciation and amortization

 

35,599

 

35,162

 

71,652

 

70,972

Restructuring, integration, and other

 

24,139

 

21,919

 

60,803

 

39,232

 

747,876

 

658,071

 

1,476,734

 

1,273,510

Operating income

 

377,333

 

190,586

 

738,935

 

349,139

Equity in earnings (losses) of affiliated companies

 

2,065

 

(659)

 

2,961

 

661

Gain on investments, net

 

12,044

 

103,976

 

6,252

 

104,116

Post-retirement expense

 

(999)

 

(664)

 

(1,961)

 

(1,286)

Interest and other financing expense, net

 

(37,297)

 

(60,283)

 

(85,781)

 

(116,465)

Income before income taxes

 

353,146

 

232,956

 

660,406

 

336,165

Provision for income taxes

 

80,311

 

45,934

 

151,541

 

69,279

Consolidated net income

 

272,835

 

187,022

 

508,865

 

266,886

Noncontrolling interests

 

124

 

(727)

 

1,048

 

(583)

Net income attributable to shareholders

$

272,711

$

187,749

$

507,817

$

267,469

Net income per share:

 

  ​

 

  ​

 

  ​

 

  ​

Basic

$

5.32

$

3.62

$

9.90

$

5.14

Diluted

$

5.26

$

3.59

$

9.81

$

5.09

Weighted-average shares outstanding:

 

 

  ​

 

  ​

 

  ​

Basic

 

51,306

 

51,856

 

51,314

 

52,057

Diluted

 

51,867

 

52,342

 

51,787

 

52,504

See accompanying notes.

4

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

  ​ ​

2026

  ​ ​

2025

  ​ ​

2026

  ​ ​

2025

  ​ ​ ​

Consolidated net income

$

272,835

$

187,022

$

508,865

$

266,886

Other comprehensive income (loss):

 

  ​

 

  ​

 

  ​

 

  ​

Foreign currency translation adjustment and other, net of taxes

 

16,407

 

268,554

 

(44,975)

 

401,262

(Loss) gain on foreign exchange contracts designated as net investment hedges, net of taxes

 

(100)

 

(6,204)

 

1,473

 

(12,156)

Loss on interest rate swaps designated as cash flow hedges, net of taxes

 

(447)

 

(424)

 

(889)

 

(843)

Post-retirement expense items, net of taxes

 

(88)

 

(347)

 

(190)

 

(709)

Other comprehensive income (loss):

 

15,772

 

261,579

 

(44,581)

 

387,554

Comprehensive income

 

288,607

 

448,601

 

464,284

 

654,440

Less: Comprehensive (loss) income attributable to noncontrolling interests

 

(200)

 

2,920

 

(137)

 

4,955

Comprehensive income attributable to shareholders

$

288,807

$

445,681

$

464,421

$

649,485

See accompanying notes.

5

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

(Unaudited)

July 4,

December 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

ASSETS

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

Current assets:

 

  ​

 

  ​

 

Cash and cash equivalents

$

244,631

$

306,467

Accounts receivable, net

 

28,008,735

 

19,738,666

Inventories

 

5,939,587

 

5,081,863

Other current assets

 

796,035

 

533,035

Total current assets

 

34,988,988

 

25,660,031

Property, plant, and equipment, at cost:

 

  ​

 

  ​

Land

 

5,691

 

5,691

Buildings and improvements

 

205,840

 

199,433

Machinery and equipment

 

1,728,678

 

1,715,415

 

1,940,209

 

1,920,539

Less: Accumulated depreciation and amortization

 

(1,479,390)

 

(1,445,889)

Property, plant, and equipment, net

 

460,819

 

474,650

Investments in affiliated companies

 

62,149

 

59,315

Intangible assets, net

 

67,514

 

77,022

Goodwill

 

2,109,446

 

2,120,071

Other assets

 

687,765

 

687,049

Total assets

$

38,376,681

$

29,078,138

LIABILITIES AND EQUITY

 

  ​

 

  ​

Current liabilities:

 

  ​

 

  ​

Accounts payable

$

27,107,855

$

17,383,796

Accrued expenses

 

1,516,824

 

1,461,261

Short-term borrowings, including current portion of long-term debt

 

117,539

 

341

Total current liabilities

 

28,742,218

 

18,845,398

Long-term debt

 

2,053,041

 

3,084,715

Other liabilities

 

502,541

 

489,326

Contingencies (Note L)

Equity:

 

  ​

 

  ​

Shareholders’ equity:

 

  ​

 

  ​

Common stock, par value $1:

 

  ​

 

  ​

Authorized - 160,000 shares in both 2026 and 2025

 

  ​

 

  ​

Issued - 56,094 and 55,838 shares in 2026 and 2025, respectively

 

56,094

 

55,838

Capital in excess of par value

 

613,560

 

586,993

Treasury stock (5,119 and 4,768 shares in 2026 and 2025, respectively), at cost

 

(554,346)

 

(483,571)

Retained earnings

 

7,059,909

 

6,552,092

Accumulated other comprehensive loss

 

(170,036)

 

(126,640)

Total shareholders’ equity

 

7,005,181

 

6,584,712

Noncontrolling interests

 

73,700

 

73,987

Total equity

 

7,078,881

 

6,658,699

Total liabilities and equity

$

38,376,681

$

29,078,138

See accompanying notes.

6

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended

July 4,

June 28,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Cash flows from operating activities:

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

Consolidated net income:

$

508,865

$

266,886

Adjustments to reconcile consolidated net income to net cash provided by operations:

 

  ​

 

  ​

Depreciation and amortization

 

71,652

 

70,972

Amortization of stock-based compensation

 

22,415

 

30,200

Equity in earnings of affiliated companies

 

(2,961)

 

(661)

Deferred income taxes

 

12,403

 

5,251

Loss on disposition of businesses, net

22,830

Gain on investments, net

 

(6,046)

 

(103,895)

Other

 

(173)

 

(302)

Change in assets and liabilities:

 

 

  ​

Accounts receivable, net

 

(8,338,902)

 

(1,896,481)

Inventories

 

(876,277)

 

46,449

Accounts payable

 

9,755,373

 

1,949,919

Accrued expenses

 

112,581

 

(81,710)

Other assets and liabilities

 

(263,659)

 

(140,845)

Net cash provided by operating activities

 

1,018,101

 

145,783

Cash flows from investing activities:

 

  ​

 

  ​

Acquisition of property, plant, and equipment

 

(53,246)

 

(43,597)

Proceeds from settlement of net investment hedges

 

 

24,858

Proceeds from sale of investments in equity securities

 

 

100,000

Net cash (used for) provided by investing activities

 

(53,246)

 

81,261

Cash flows from financing activities:

 

  ​

 

  ​

Change in short-term and other borrowings

 

7,262

 

454,803

Repayments of long-term bank borrowings, net

 

(923,170)

 

(413,657)

Redemption of notes

 

 

(350,000)

Proceeds from exercise of stock options

 

10,431

 

3,203

Repurchases of common stock

 

(75,147)

 

(110,149)

Other

 

(153)

 

(148)

Net cash used for financing activities

 

(980,777)

 

(415,948)

Effect of exchange rate changes on cash

 

(45,914)

 

222,067

Net (decrease) increase in cash and cash equivalents

 

(61,836)

33,163

Cash and cash equivalents at beginning of period

306,467

188,807

Cash and cash equivalents at end of period

$

244,631

$

221,970

See accompanying notes.

7

Table of Contents

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

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

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

See accompanying notes.

8

Table of Contents

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

9

Table of Contents

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. The second quarter of 2026 includes the period from April 5, 2026, through July 4, 2026. There were 63 shipping days for the second quarter of 2026 and 64 shipping days for the second quarter of 2025. The first six months of 2026 includes the period from January 1, 2026, through July 4, 2026. There were 128 shipping days for the first six months of 2026 and 125 shipping days for the first six 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 condensed consolidated financial statements and related disclosures but does not anticipate early adoption.

10

Table of Contents

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

 

(4,165)

 

(6,460)

 

(10,625)

Balance as of July 4, 2026 (a)

$

914,897

$

1,194,549

$

2,109,446

(a)The total carrying value of goodwill as of July 4, 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 July 4, 2026:

  ​ ​ ​

Gross 

  ​ ​ ​

  ​ ​ ​

Carrying 

Accumulated 

(thousands)

Amount

Amortization

Net

Customer relationships

$

191,229

$

(131,383)

$

59,846

Amortizable trade name

 

46,017

 

(38,349)

 

7,668

$

237,246

$

(169,732)

$

67,514

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 second quarter of 2026 and 2025, the company recorded amortization expense related to identifiable intangible assets of $4.8 million and $4.9 million, respectively. During the first six months of 2026 and 2025, amortization expense related to identifiable intangible assets was $9.5 million and $10.2 million, respectively.

11

Table of Contents

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:

July 4,

  ​ ​ ​

December 31,

(thousands)

2026

2025

Marubun/Arrow

$

46,266

$

43,870

Other

 

15,883

 

15,445

$

62,149

$

59,315

The equity in earnings (losses) of affiliated companies consists of the following:

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Marubun/Arrow

$

1,652

$

(843)

$

2,435

$

65

Other

 

413

 

184

526

 

596

$

2,065

$

(659)

$

2,961

$

661

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 July 4, 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:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Accounts receivable

$

28,148,707

$

19,882,783

Allowance for credit losses

 

(139,972)

 

(144,117)

Accounts receivable, net

$

28,008,735

$

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.

12

Table of Contents

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:

Six Months Ended

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Balance at beginning of period

$

144,117

$

116,445

Charged to income

 

13,626

 

8,737

Translation adjustments

 

(932)

 

4,362

Write-offs

 

(16,839)

 

(7,406)

Balance at end of period

$

139,972

$

122,138

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 July 4, 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.

Sales of accounts receivable to Unaffiliated Financial Institutions under the EMEA asset securitization program:

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

EMEA asset securitization, sales of accounts receivable

$

584,090

$

416,150

$

1,055,569

$

788,791

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.

13

Table of Contents

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:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Receivables sold to Unaffiliated Financial Institutions that were uncollected

$

465,091

$

379,017

Collateralized accounts receivable held by Arrow EMEA Funding Corp B.V.

 

803,515

 

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 July 4, 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. 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.

Sales of trade accounts receivable under the company’s factoring programs:

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Sales of accounts receivable under the factoring programs

$

259,713

$

389,614

$

490,343

$

552,365

Other amounts under the company’s factoring programs:

July 4,

December 31,

(thousands)

2026

2025

Receivables sold under the factoring programs that were uncollected

$

232,915

$

279,775

14

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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’ ability to sell their receivables from the company to the third-party financial institutions, at the sole discretion of the suppliers. For agreeing to participate in these programs, the company seeks to secure improved standard payment terms with its suppliers. The company is not involved in negotiating terms of the arrangements between its suppliers and the financial institutions and has no economic interest in a supplier’s decision to enter into these agreements or sell receivables from the company. The company’s rights and obligations to its suppliers, including amounts due, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the company agrees to make all payments 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 July 4, 2026, and December 31, 2025, the company had $1.0 billion and $1.3 billion, respectively, in obligations outstanding under these programs included in “Accounts payable” on the company’s consolidated balance sheets and all activity related to the obligations is 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:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

7.50% senior debentures, due January 2027

$

110,389

$

Other short-term borrowings

7,150

341

$

117,539

$

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 the first quarter of 2026, the aggregate borrowing capacity under these agreements was reduced from $560.0 million to $460.0 million, and during the second quarter of 2026, it was further reduced from $460.0 million to $160.0 million, reflecting changes in lender participation in these facilities.

There were no outstanding borrowings under these uncommitted lines of credit as of July 4, 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 4.08% and 4.37% at July 4, 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 July 4, 2026, and December 31, 2025. The commercial paper program had a weighted-average effective interest rate of 4.04% and 4.26% at July 4, 2026 and December 31, 2025, respectively.

15

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Long-term debt consists of the following:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Revolving credit facility

$

50,000

$

North American asset securitization program

 

 

970,000

7.50% senior debentures, due January 2027

 

 

110,348

3.875% notes, due 2028

 

498,843

 

498,480

5.15% notes, due 2029

 

496,628

 

496,142

2.95% notes, due 2032

 

496,417

 

496,131

5.875% notes, due 2034

 

495,659

 

495,430

Other obligations with various interest rates and due dates

 

15,494

 

18,184

$

2,053,041

$

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:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

7.50% senior debentures, due January 2027

$

$

114,000

3.875% notes, due 2028

494,500

496,500

5.15% notes, due 2029

 

504,500

 

511,500

2.95% notes, due 2032

 

444,000

 

447,500

5.875% notes, due 2034

 

514,000

 

522,500

The carrying amount of the company’s other short-term borrowings; 7.50% senior debentures, due January 2027; revolving credit facility; 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 July 4, 2026), which is based on the company’s credit ratings, or an effective interest rate of 7.86% and 5.01% at July 4, 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 July 4, 2026. The company had $50.0 million in outstanding borrowings under the revolving credit facility at July 4, 2026, and no outstanding borrowings at December 31, 2025.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $1.5 billion under the program which matures in September 2027. 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 (0.40% at July 4, 2026) and a credit spread adjustment of 0.10% or a weighted-average effective interest rate of 4.14% at July 4, 2026. The effective interest rate was 4.19% at December 31, 2025. The facility fee is 0.40% of the total borrowing capacity.

16

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The company had no outstanding borrowings under the under the North American asset securitization program at July 4, 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 $3.4 billion and $3.0 billion were held by AFC and were included in Accounts receivable, net” on the company’s consolidated balance sheets at July 4, 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 July 4, 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 $26.2 million and $47.1 million for the second quarter and first six months of 2026, respectively, and $8.4 million and $18.5 million for the second quarter and first six 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 second quarter and first six months of 2026, compared to the year-earlier periods was primarily due to higher cash balances within cash pooling accounts and 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 July 4, 2026:

(thousands)

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

Cash equivalents (a)

 

Cash and cash equivalents

$

17,099

$

$

$

17,099

Equity investments (b)

 

Other assets

 

42,893

 

 

 

42,893

Foreign exchange contracts designated as net investment hedges

 

Other assets / other current assets

 

 

20,095

 

 

20,095

$

59,992

$

20,095

$

$

80,087

17

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 $7.9 million and $4.9 million for the second quarter and first six months of 2026, respectively, and $0.7 million and $0.5 million for the second quarter and first six months 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 are 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 July 4, 2026.

18

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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. 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 inventory purchases and sales. 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 six months. 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 rates 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 at July 4, 2026, and December 31, 2025 was $1.4 billion and $1.1 billion, respectively.

Gains and losses related to non-designated foreign currency exchange contracts are 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 or sale 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:

Notional Amount (thousands)

Maturity Date

July 4, 2026

December 31, 2025

January 2028

EUR

100,000

EUR

100,000

 

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.

19

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

Income Statement Line

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Gain recognized in Income

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Foreign exchange contracts, net investment hedge (a)

 

Interest Expense

$

671

$

671

$

1,342

$

2,088

Interest rate swaps, cash flow hedge (b)

 

Interest Expense

 

590

 

557

 

1,171

 

1,107

 

  ​

$

1,261

$

1,228

$

2,513

$

3,195

Gain (loss) Recognized in Other Comprehensive Income before reclassifications, net of tax

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Foreign exchange contracts, net investment hedge (c)

 

  ​

$

409

$

(5,694)

$

2,492

$

(10,567)

 

  ​

$

409

$

(5,694)

$

2,492

$

(10,567)

 

  ​

(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 (losses) gains excluded from the assessment of effectiveness for the net investment hedges and recognized in other comprehensive income, net of tax, of ($0.2) million and $0.1 million for the second quarter and first six months of 2026, respectively, and ($13.0) million and ($10.8) million for the second quarter and first six 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

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Restructuring, integration and related costs

Operating Expense Efficiency Plan costs (a)

$

18,326

$

19,946

$

49,411

$

28,631

Other plans

2,962

582

5,053

1,883

Other expenses

Operating expense reduction costs not related to restructuring initiatives (b)

(49)

(1,821)

491

1,928

Other charges

2,900

3,212

5,848

6,790

$

24,139

$

21,919

$

60,803

$

39,232

(a)See details related to the Operating Expense Efficiency Plan discussed below.
(b)Primarily related to employee severance and benefit costs. As of July 4, 2026, the accrued liabilities related to these costs totaled $12.5 million and substantially all accrued amounts are expected to be spent in cash within two years.

20

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. 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.

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

  ​ ​ ​

Quarter Ended

Six Months Ended

  ​ ​ ​

Total Cost

July 4,

June 28,

July 4,

June 28,

Incurred to

(thousands)

Income Statement Line

2026

2025

2026

2025

Date

Employee severance and benefit costs

Restructuring, integration, and other

$

4,062

$

12,659

$

16,305

$

19,413

$

101,310

Inventory (recoveries) write-downs 

Cost of sales

(2,970)

(2,172)

(5,218)

(4,639)

34,860

Business wind down costs (a)

Restructuring, integration, and other

14,264

-

22,830

-

27,475

Other costs (b)

Restructuring, integration, and other

-

7,287

10,276

9,218

36,987

$

15,356

$

17,774

$

44,193

$

23,992

$

200,632

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

16,305

(5,218)

22,830

10,276

44,193

Asset write-offs and other non-cash activity

-

-

(22,830)

-

(22,830)

Cash (payments) receipts

(34,626)

5,218

-

(15,294)

(44,702)

Foreign currency translations

(1,213)

-

-

(55)

(1,268)

Balance at July 4, 2026

$

31,713

$

-

$

-

$

154

$

31,867

Substantially all amounts accrued at July 4, 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.

21

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands except per share data)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income attributable to shareholders

$

272,711

$

187,749

$

507,817

$

267,469

Weighted-average shares outstanding - basic

 

51,306

 

51,856

 

51,314

 

52,057

Net effect of dilutive stock-based compensation awards

 

561

 

486

 

473

 

447

Weighted-average shares outstanding - diluted

 

51,867

 

52,342

 

51,787

 

52,504

Net income per share:

 

  ​

 

  ​

 

  ​

 

  ​

Basic

$

5.32

$

3.62

$

9.90

$

5.14

Diluted (a)

$

5.26

$

3.59

$

9.81

$

5.09

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

85

28

103

57

Note K – Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Foreign Currency Translation Adjustment and Other:

  ​

  ​

  ​

  ​

Other comprehensive income (loss) before reclassifications (a)

$

1,170

$

261,734

$

(68,360)

$

392,350

Amounts reclassified into income

 

15,561

 

3,173

 

24,570

 

3,374

Gain (loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:

 

  ​

 

  ​

 

 

  ​

Other comprehensive income (loss) before reclassifications (b)

 

409

 

(5,694)

 

2,492

 

(10,567)

Amounts reclassified into income

 

(509)

 

(510)

 

(1,019)

 

(1,589)

Loss on Interest Rate Swaps Designated as Cash Flow Hedges, Net:

 

  ​

 

  ​

 

  ​

 

  ​

Amounts reclassified into income

 

(447)

 

(424)

 

(889)

 

(843)

Post-retirement Expense Items, Net:

 

  ​

 

  ​

 

  ​

 

  ​

Amounts reclassified into income

 

(88)

 

(347)

 

(190)

 

(709)

Net change in Accumulated other comprehensive income (loss)

$

16,096

$

257,932

$

(43,396)

$

382,016

(a)Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of ($0.2) million and ($0.1) million for the second quarter and first six months of 2026, respectively, and $21.9 million and $34.6 million for the second quarter and first six 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.

22

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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

  ​ ​ ​

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

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 July 4, 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

43,065

956,935

In the second quarter of 2026, under the May 2026 program, the company repurchased 0.2 million shares of its common stock for $42.8 million, excluding excise taxes. During the first six 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 0.2 million shares of its common stock for $42.8 million, excluding excise taxes.

23

Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The company accrued $0.3 million of excise tax, during the first six 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 $24.2 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 $9.7 million and $90.7 million related to environmental costs at the Huntsville site and the Norco site, respectively. The subsequent environmental costs are estimated to be between $4.7 million and $16.4 million at the Huntsville site and between $19.5 million and $36.9 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.

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.

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. Future changes in estimates of the costs, timing, or duration of the required actions could have a material adverse effect on the company’s consolidated financial position, results of operations, or cash flows.

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 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.

24

Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 and 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. Global ECS 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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Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Sales:

 

  ​

 

  ​

 

  ​

 

  ​

Components:

 

  ​

 

  ​

 

  ​

 

  ​

Americas

$

2,454,521

$

1,707,522

$

4,766,668

$

3,276,092

EMEA

 

1,938,784

 

1,426,944

 

3,703,963

 

2,766,945

Asia/Pacific

 

2,972,320

 

2,150,432

 

5,535,329

 

4,019,583

Global Components

$

7,365,625

$

5,284,898

$

14,005,960

$

10,062,620

ECS:

 

  ​

 

  ​

 

  ​

 

  ​

Americas

$

1,135,513

$

1,052,785

$

2,320,563

$

1,962,688

EMEA

 

1,491,099

 

1,242,264

 

3,139,262

 

2,368,656

Global ECS

$

2,626,612

$

2,295,049

$

5,459,825

$

4,331,344

Total

$

9,992,237

$

7,579,947

$

19,465,785

$

14,393,964

Sales by country are as follows:

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

 

2026

  ​ ​ ​

2025

Sales:

 

  ​

 

  ​

  ​

 

  ​

China and Hong Kong

$

1,353,662

$

1,090,699

$

2,525,448

$

2,016,591

Germany

 

1,009,491

 

793,022

 

2,029,453

 

1,510,354

Other

 

4,175,489

 

3,079,871

 

8,157,993

 

5,939,222

Total foreign

$

6,538,642

$

4,963,592

$

12,712,894

$

9,466,167

United States

 

3,453,595

 

2,616,355

 

6,752,891

 

4,927,797

Total

$

9,992,237

$

7,579,947

$

19,465,785

$

14,393,964

26

Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Results of operations by segment are as follows:

Quarter Ended

July 4, 2026

(thousands)

Global Components

Global ECS

Total

Sales

$

7,365,625

$

2,626,612

$

9,992,237

Cost of sales

6,509,122

2,357,906

8,867,028

Gross profit (a)

856,503

268,706

1,125,209

Gross profit margin

11.6

%

10.2

%

11.3

%

Segment operating expenses (b)

460,228

183,331

643,559

Segment operating income (a) (c)

$

396,275

$

85,375

$

481,650

Segment operating income margin

5.4

%

3.3

%

4.8

%

Reconciliation of segment operating income

Corporate operating expenses (d)

(104,317)

Consolidated operating income

$

377,333

Equity in earnings of affiliated companies

2,065

Gain on investments, net

12,044

Post-retirement expense

(999)

Interest and other financing expense, net

(37,297)

Consolidated income before taxes

$

353,146

Quarter Ended

June 28, 2025

(thousands)

Global Components

Global ECS

Total

Sales

$

5,284,898

$

2,295,049

$

7,579,947

Cost of sales

4,693,444

2,037,846

6,731,290

Gross profit

591,454

257,203

848,657

Gross profit margin

11.2

%

11.2

%

11.2

%

Segment operating expenses (b)

404,646

160,234

564,880

Segment operating income (c)

$

186,808

$

96,969

$

283,777

Segment operating income margin

3.5

%

4.2

%

3.7

%

Reconciliation of segment operating income

Corporate operating expenses (d)

(93,191)

Consolidated operating income

$

190,586

Equity in losses of affiliated companies

(659)

Gain on investments, net

103,976

Post-retirement expense

(664)

Interest and other financing expense, net

(60,283)

Consolidated income before taxes

$

232,956

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Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Six Months Ended

July 4, 2026

(thousands)

Global Components

Global ECS

Total

Sales

$

14,005,960

$

5,459,825

$

19,465,785

Cost of sales

12,342,709

4,907,407

17,250,116

Gross profit (a)

1,663,251

552,418

2,215,669

Gross profit margin

11.9

%

10.1

%

11.4

%

Segment operating expenses (b)

903,457

363,305

1,266,762

Segment operating income (a) (c)

$

759,794

$

189,113

$

948,907

Segment operating income margin

5.4

%

3.5

%

4.9

%

Reconciliation of segment operating income

Corporate operating expenses (d)

(209,972)

Consolidated operating income

$

738,935

Equity in earnings of affiliated companies

2,961

Gain on investments, net

6,252

Post-retirement expense

(1,961)

Interest and other financing expense, net

(85,781)

Consolidated income before taxes

$

660,406

Six Months Ended

June 28, 2025

(thousands)

Global Components

Global ECS

Total

Sales

$

10,062,620

$

4,331,344

$

14,393,964

Cost of sales

8,916,221

3,855,094

12,771,315

Gross profit

1,146,399

476,250

1,622,649

Gross profit margin

11.4

%

11.0

%

11.3

%

Segment operating expenses (b)

788,206

301,967

1,090,173

Segment operating income (c)

$

358,193

$

174,283

$

532,476

Segment operating income margin

3.6

%

4.0

%

3.7

%

Reconciliation of segment operating income

Corporate operating expenses (d)

(183,337)

Consolidated operating income

$

349,139

Equity in earnings of affiliated companies

661

Gain on investments, net

104,116

Post-retirement expense

(1,286)

Interest and other financing expense, net

(116,465)

Consolidated income before taxes

$

336,165

(a)Global ECS gross profit includes $26.6 million and $48.3 million in losses related to the underperformance of certain non-cancellable multi-year purchase obligations during the second quarter and first six months of 2026, respectively.
(b)Segment operating expenses primarily include employee-related expenses and depreciation and amortization.
(c)Global Components operating income includes $3.0 million and $5.2 million in inventory recoveries related to the wind down of a business for the second quarter and first six months of 2026, respectively, and $2.2 million and $4.6 million in inventory recoveries related to the wind down of a business for the second quarter and first six months of 2025, respectively.
(d)Corporate unallocated operating expenses includes restructuring, integration, and other charges of $24.1 million and $60.8 million for the second quarter and first six months of 2026, respectively, and $21.9 million and $39.2 million for the second quarter and first six months of 2025, respectively. Refer to Note I – “Restructuring, Integration, and Other”.

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Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Total assets, by segment, are as follows:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Total assets:

 

  ​

 

  ​

Global Components

$

31,725,350

$

21,222,941

Global ECS

 

6,173,437

 

7,355,089

Total segment assets

$

37,898,787

$

28,578,030

Other assets (a)

 

477,894

 

500,108

Consolidated assets

$

38,376,681

$

29,078,138

(a)Other assets include Corporate unallocated assets.

Long-lived assets by country are as follows:

July 4,

December 31,

(thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Long-lived assets:

 

  ​

 

  ​

France

$

102,421

$

100,493

Netherlands

72,398

79,339

Other

 

222,017

 

233,740

Total foreign

$

396,836

$

413,572

United States

 

296,270

 

309,901

Total

$

693,106

$

723,473

29

Table of Contents

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 relationships with key suppliers; management transitions, including the company’s search for a permanent CEO; changes in product supply, pricing, and customer demand; increased profit-margin pressure resulting from industry conditions, competition, or other factors; other vagaries in the Global Components and the Global ECS markets; changes to applicable laws, regulations, executive orders, or rules relating to government contractors and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues; commercial disputes, patent infringement claims, product liability lawsuits, or other legal proceedings; foreign tax and other loss contingencies; failure, disruption, or compromise of the company’s information systems or those of a third-party service provider, including unauthorized use or disclosure of company, supplier, or customer information; outbreaks, epidemics, pandemics, or public health crises; the effects of natural or man-made catastrophic events; and the company’s ability to generate positive cash flow. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in 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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Table of Contents

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 wind down of a business.

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 second 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

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions except per share data)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Consolidated sales

$

9,992

$

7,580

31.8

%

$

19,466

$

14,394

35.2

%

Global Components sales

$

7,366

$

5,285

39.4

%

$

14,006

$

10,063

39.2

%

Global ECS sales

$

2,627

$

2,295

14.4

%

$

5,460

$

4,331

26.1

%

Gross profit margin

11.3

%

11.2

%

10

bps

11.4

%

11.3

%

10

bps

Non-GAAP gross profit margin

11.2

%

11.2

%

flat

11.4

%

11.2

%

20

bps

Operating income

$

377

$

191

98.0

%

$

739

$

349

111.6

%

Operating income margin

3.8

%

2.5

%

130

bps

3.8

%

2.4

%

140

bps

Non-GAAP operating income

$

403

$

215

87.2

%

$

804

$

394

104.0

%

Non-GAAP operating income margin

4.0

%

2.8

%

120

bps

4.1

%

2.7

%

140

bps

Net income attributable to shareholders

$

273

$

188

45.3

%

$

508

$

267

89.9

%

Earnings per share attributable to shareholders - diluted

$

5.26

$

3.59

46.5

%

$

9.81

$

5.09

92.7

%

Non-GAAP net income attributable to shareholders

$

283

$

127

121.8

%

$

552

$

222

148.7

%

Non-GAAP earnings per share attributable to shareholders - diluted

$

5.45

$

2.43

124.3

%

$

10.67

$

4.23

152.2

%

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

During the second quarter and first six months of 2026, compared to the year-earlier periods, changes in foreign currencies increased sales by approximately $93.5 million, and $367.0 million, respectively, and increased operating income by $4.0 million and $10.9 million, respectively. During the second quarter and first six months of 2026, changes in foreign currencies increased earnings per share on a diluted basis by $0.09 and $0.16, respectively, compared to the year-earlier periods.

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Table of Contents

Business environment and other trends:

In the first half 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. Due to continuing geopolitical and economic uncertainty, the company cannot currently predict whether these stronger demand trends will continue or how they may impact future quarters.
In the first half of 2026, Global Components and Global ECS benefitted from increased demand related to AI, due to widespread rapid expansion of AI infrastructure. This increased demand is contributing to pockets of 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. The company has recorded losses due to lower profit performance on certain of these contracts, which negatively impacted gross profit margins. The company is committed to focusing on optimizing, enhancing and scaling these offerings; 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 is anticipating there could be additional associated losses in the coming quarters. Subsequent to July 4, 2026, the company has taken steps to terminate one of these underperforming contracts, which required a six month notice to terminate and will be effective in the first quarter of 2027.
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

  ​ ​ ​

 

Six Months Ended

  ​ ​ ​

 

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Consolidated sales, as reported

$

9,992

$

7,580

 

31.8

%

$

19,466

$

14,394

 

35.2

%

Impact of changes in foreign currencies

 

 

93

  ​

 

 

367

 

  ​

Non-GAAP consolidated sales

$

9,992

$

7,673

 

30.2

%

$

19,466

$

14,761

 

31.9

%

Global Components sales, as reported

$

7,366

$

5,285

 

39.4

%

$

14,006

$

10,063

 

39.2

%

Impact of changes in foreign currencies

 

 

59

 

  ​

 

 

214

 

  ​

Non-GAAP Global Components sales

$

7,366

$

5,344

 

37.8

%

$

14,006

$

10,276

 

36.3

%

Global ECS sales, as reported

$

2,627

$

2,295

 

14.4

%

$

5,460

$

4,331

 

26.1

%

Impact of changes in foreign currencies

 

 

35

 

  ​

 

 

153

 

  ​

Non-GAAP Global ECS sales

$

2,627

$

2,330

 

12.7

%

$

5,460

$

4,485

 

21.7

%

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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Table of Contents

Reportable Segment Sales by Geographic Region

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

(millions)

Sales

% of Sales

Sales

% of Sales

Change

Sales

% of Sales

Sales

% of Sales

Change

Americas Components sales

$

2,455

24.6

%

$

1,708

22.5

%

43.7

%

$

4,767

24.5

%

$

3,276

22.8

%

45.5

%

EMEA Components sales

1,939

19.4

%

1,427

18.8

%

35.9

%

3,704

19.0

%

2,767

19.3

%

33.9

%

Asia/Pacific Components sales

2,972

29.7

%

2,150

28.4

%

38.2

%

5,535

28.4

%

4,020

27.8

%

37.7

%

Global Components sales

$

7,366

73.7

%

$

5,285

69.7

%

39.4

%

$

14,006

72.0

%

$

10,063

69.9

%

39.2

%

Americas ECS sales

$

1,136

11.4

%

$

1,053

13.9

%

7.9

%

$

2,321

11.9

%

$

1,963

13.6

%

18.2

%

EMEA ECS sales

1,491

14.9

%

1,242

16.4

%

20.0

%

3,139

16.1

%

2,369

16.5

%

32.5

%

Global ECS sales

$

2,627

26.3

%

$

2,295

30.3

%

14.4

%

$

5,460

28.0

%

$

4,331

30.1

%

26.1

%

Consolidated sales

$

9,992

100.0

%

$

7,580

100.0

%

31.8

%

$

19,466

100.0

%

$

14,394

100.0

%

35.2

%

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 second quarter and first six months of 2026, compared to the year-earlier periods, was primarily due to increased demand related to sustained market strength and AI related growth, 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 second quarter and first six months of 2026, compared to the year-earlier periods, was primarily attributable to growth across most major technologies, most notably, cloud-based solutions, infrastructure software, and compute. Additionally, as a result of the timing of the quarter end, the first six months of 2026 included three extra shipping days compared to the first six months of 2025, which increased Global ECS sales.

The increase in consolidated sales for the second quarter and first six months of 2026, compared to the year-earlier periods was also impacted by changes in foreign currencies relative to the U.S. dollar.  

Gross Billings

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Americas ECS gross billings

$

2,693

$

2,544

5.9

%

$

5,653

$

4,851

16.5

%

EMEA ECS gross billings

 

3,163

 

2,596

21.8

%

 

6,637

 

4,927

34.7

%

Global ECS gross billings

$

5,856

$

5,140

13.9

%

$

12,290

$

9,778

25.7

%

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

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Table of Contents

Gross Profit

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

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Six Months Ended

  ​ ​ ​

July 4,

June 28,

  ​ ​ ​

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Consolidated gross profit, as reported

$

1,125

$

849

 

32.6

%

$

2,216

$

1,623

 

36.5

%  

Impact of wind down to inventory

(3)

(2)

(5)

(5)

Impact of changes in foreign currencies

 

12

 

  ​

 

 

 

44

 

  ​

 

Non-GAAP consolidated gross profit

$

1,122

$

858

 

30.7

%  

$

2,210

$

1,662

 

33.0

%  

Consolidated gross profit as a percentage of sales, as reported

 

11.3

%  

11.2

%  

10

 bps

 

11.4

%  

 

11.3

%  

10

 bps

Non-GAAP consolidated gross profit as a percentage of sales

 

11.2

%  

11.2

%  

flat

 

11.4

%  

 

11.2

%  

20

 bps

Global Components gross profit, as reported

$

857

$

591

 

44.8

%  

$

1,663

$

1,146

 

45.1

%  

Impact of wind down to inventory

(3)

(2)

(5)

(4)

Impact of changes in foreign currencies

 

8

 

  ​

 

 

 

25

 

 

Non-GAAP Global Components gross profit

$

854

$

597

 

42.9

%  

$

1,658

$

1,167

 

42.0

%  

Global Components gross profit as a percentage of sales, as reported

 

11.6

%  

11.2

%  

40

 bps

 

11.9

%  

 

11.4

%  

50

 bps

Non-GAAP Global Components gross profit as a percentage of sales

 

11.6

%  

11.2

%  

40

 bps

 

11.8

%  

 

11.4

%  

40

 bps

Global ECS gross profit, as reported

$

269

$

257

 

4.5

%  

$

552

$

476

 

16.0

%  

Impact of changes in foreign currencies

4

19

Non-GAAP Global ECS gross profit

$

269

$

261

 

2.9

%  

$

552

$

495

 

11.6

%  

Global ECS gross profit as a percentage of sales, as reported

 

10.2

%  

11.2

%  

(100)

 bps

 

10.1

%  

 

11.0

%  

(90)

 bps

Non-GAAP Global ECS gross profit as a percentage of sales

 

10.2

%  

11.2

%  

(100)

 bps

 

10.1

%  

 

11.0

%  

(90)

 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 second quarter and first six months of 2026, compared with the year-earlier periods, driven by favorable product and value-added services mix as a result of changes in sales discussed above.

Global ECS gross profit margins decreased during the second quarter and first six months of 2026, compared with the year-earlier periods, primarily due to $26.6 million and $48.3 million, respectively, in losses related to underperformance of certain non-cancellable multi-year purchase obligations.

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Table of Contents

Operating Expenses

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

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Six Months Ended

  ​ ​ ​

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Consolidated operating expenses, as reported

$

748

$

658

 

13.6

%  

$

1,477

$

1,274

 

16.0

%  

Identifiable intangible asset amortization

 

(5)

 

(5)

 

 

 

(10)

 

(10)

 

  ​

 

Restructuring, integration, and other

 

(24)

 

(22)

 

 

 

(61)

 

(39)

 

  ​

 

Impact of changes in foreign currencies

 

 

7

 

  ​

 

 

 

31

 

  ​

 

Non-GAAP consolidated operating expenses

$

719

$

639

 

12.6

%  

$

1,406

$

1,256

 

12.0

%  

Consolidated operating expenses as a percentage of sales

 

7.5

%  

 

8.7

%  

(120)

 bps

 

7.6

%  

 

8.8

%  

(120)

 bps

Non-GAAP consolidated operating expenses as a percentage of non-GAAP sales

 

7.2

%  

 

8.3

%  

(110)

 bps

 

7.2

%  

 

8.5

%  

(130)

 bps

Global Components operating expenses, as reported

$

460

$

405

 

13.7

%  

$

903

$

788

 

14.6

%  

Identifiable intangible asset amortization

 

(4)

 

(4)

 

 

 

(8)

 

(8)

 

  ​

 

Impact of changes in foreign currencies

 

 

5

 

  ​

 

 

 

19

 

  ​

 

Non-GAAP Global Components operating expenses

$

456

$

405

 

12.6

%  

$

896

$

799

 

12.1

%  

Global Components operating expenses as a percentage of sales

 

6.2

%  

 

7.7

%  

(150)

 bps

 

6.5

%  

 

7.8

%  

(130)

 bps

Non-GAAP Global Components operating expenses as a percentage of non-GAAP sales

 

6.2

%  

 

7.6

%  

(140)

 bps

 

6.4

%  

 

7.8

%  

(140)

 bps

Global ECS operating expenses, as reported

$

183

$

160

 

14.4

%  

$

363

$

302

 

20.3

%  

Identifiable intangible asset amortization

 

(1)

 

(1)

 

 

 

(2)

 

(2)

 

  ​

 

Impact of changes in foreign currencies

 

 

3

 

  ​

 

 

 

12

 

  ​

 

Non-GAAP Global ECS operating expenses

$

182

$

162

 

12.6

%  

$

361

$

312

 

15.7

%  

Global ECS operating expenses as a percentage of sales

 

7.0

%  

 

7.0

%  

flat

 

6.7

%  

 

7.0

%  

(30)

 bps

Non-GAAP Global ECS operating expenses as a percentage of non-GAAP sales

 

6.9

%  

 

7.0

%  

(10)

 bps

 

6.6

%  

 

7.0

%  

(40)

 bps

Corporate operating expenses, as reported

$

104

$

93

 

11.9

%  

$

210

$

183

 

14.5

%  

Restructuring, integration, and other

 

(24)

 

(22)

 

  ​

 

 

(61)

 

(39)

 

  ​

 

Non-GAAP corporate operating expenses

$

80

$

71

 

12.5

%  

$

149

$

144

 

3.5

%  

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

During the second quarter and first six 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; and

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.

During the first six months of 2026, compared to the year-earlier period, corporate operating expenses also increased due to an increase in restructuring, integration and other charges (see discussion below), partially offset by timing of stock-based compensation expense mainly due to certain awards granted in the current year.

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Table of Contents

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

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Restructuring, integration and related costs

Operating Expense Efficiency Plan costs (a)

$

18

$

20

$

49

$

29

Other plans

3

1

5

2

Other expenses

Operating expense reduction costs not related to restructuring initiatives (b)

(2)

2

Other charges

3

3

6

7

Total

$

24

$

22

$

61

$

39

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 employee severance and benefit costs. As of July 4, 2026, the accrued liabilities related to these costs totaled $12.5 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.

37

Table of Contents

Operating Income

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

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Six Months Ended

  ​ ​ ​

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Consolidated operating income, as reported

$

377

$

191

 

98.0

%  

$

739

$

349

 

111.6

%  

Identifiable intangible asset amortization

 

5

 

5

 

  ​

 

 

10

 

10

 

  ​

 

Restructuring, integration, and other

 

24

 

22

 

  ​

 

 

61

 

39

 

  ​

 

Impact of wind down to inventory

(3)

(2)

(5)

(4)

Non-GAAP consolidated operating income

$

403

$

215

 

87.2

%  

$

804

$

394

 

104.0

%  

Consolidated operating income as a percentage of sales

 

3.8

%  

 

2.5

%  

130

 bps

 

3.8

%  

 

2.4

%  

140

 bps

Non-GAAP consolidated operating income as a percentage of sales

 

4.0

%  

 

2.8

%  

120

 bps

 

4.1

%  

 

2.7

%  

140

 bps

Global Components operating income, as reported

$

396

$

187

 

112.1

%  

$

760

$

358

 

112.1

%  

Identifiable intangible asset amortization

 

4

 

4

 

  ​

 

 

8

 

8

 

  ​

 

Impact of wind down to inventory

(3)

(2)

(5)

(5)

Non-GAAP Global Components operating income

$

397

$

189

 

110.4

%  

$

762

$

362

 

110.5

%  

Global Components operating income as a percentage of sales

 

5.4

%  

 

3.5

%  

190

 bps

 

5.4

%  

 

3.6

%  

180

 bps

Non-GAAP Global Components operating income as a percentage of sales

 

5.4

%  

 

3.6

%  

180

 bps

 

5.4

%  

 

3.6

%  

180

 bps

Global ECS operating income, as reported

$

85

$

97

 

(12.0)

%  

$

189

$

174

 

8.5

%

Identifiable intangible asset amortization

 

1

 

1

 

  ​

 

 

2

 

2

 

  ​

 

Non-GAAP Global ECS operating income

$

86

$

98

 

(11.8)

%  

$

191

$

176

 

8.4

%

Global ECS operating income as a percentage of sales

 

3.3

%  

 

4.2

%  

(90)

 bps

 

3.5

%  

 

4.0

%  

(50)

 bps

Non-GAAP Global ECS operating income as a percentage of sales

 

3.3

%  

 

4.3

%  

(100)

 bps

 

3.5

%  

 

4.1

%  

(60)

 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 second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to the changes in sales and gross profit margins discussed above.

Gain on Investments, Net

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Gain on investments, net

$

12

$

104

$

6

$

104

The decrease in gain on investments for the second quarter and first six 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.

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Table of Contents

Interest and Other Financing Expense, Net

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Interest and other financing expense, net

$

(37)

$

(60)

$

(86)

$

(116)

The decrease in interest and other financing expenses, net for the second quarter and first six months of 2026 compared to the year-earlier periods, is primarily related to lower average daily borrowings, reduced interest cost as a result of additional cash within cash pooling accounts, and 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

Six Months Ended

July 4,

June 28,

July 4,

June 28,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Effective income tax rate

 

22.7

%  

19.7

%

22.9

%  

20.6

%

Identifiable intangible asset amortization

 

%  

0.1

%

0.1

%  

0.1

%

Restructuring, integration, and other

0.4

%

0.6

%

0.1

%

0.5

%

Gain on investments, net

%

(2.8)

%

%

(1.2)

%

Impact of wind down to inventory

(0.1)

%

(0.1)

%

(0.1)

%  

(0.1)

%  

Non-GAAP effective income tax rate

 

23.0

%  

17.6

%

23.0

%  

20.0

%

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 second quarter and first six 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.

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 has not had a material impact on the company’s effective tax rate.

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Net Income Attributable to Shareholders

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

Quarter Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income attributable to shareholders, as reported

$

273

$

188

$

508

$

267

Identifiable intangible asset amortization*

 

5

 

5

 

10

 

10

Restructuring, integration, and other

 

24

 

22

 

61

 

39

Loss (gain) on investments, net

 

(12)

 

(104)

 

(6)

 

(104)

Impact of wind down to inventory

(3)

(2)

(5)

(5)

Tax effect of adjustments above

 

(4)

 

19

 

(14)

 

14

Non-GAAP net income attributable to shareholders

$

283

$

127

$

553

$

222

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 second quarter and first six months of 2025, identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interests.

The increase in net income attributable to shareholders in the second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to changes in sales, gross profit, 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 $3.5 billion in addition to $244.6 million of cash on hand at July 4, 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.

The following table presents selected financial information related to liquidity:

July 4,

December 31,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Working capital

$

6,840

$

7,437

$

(597)

Cash and cash equivalents

 

245

 

306

 

(61)

Short-term debt

 

118

 

 

118

Long-term debt

 

2,053

 

3,085

 

(1,032)

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 decrease in working capital during the first six months of 2026 was primarily attributable to the 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. The decrease in working capital is partially offset by higher inventory purchases to support future sales growth.

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Working capital as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 17.1% for the second quarter of 2026, compared to 22.5% 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 July 4, 2026, and December 31, 2025, the company had cash and cash equivalents of $244.6 million and $306.5 million, respectively, of which $214.2 million and $241.6 million, respectively, were held outside the United States.

The company has $6.0 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 July 4, 2026.

Revolving Credit Facilities and Debt

The following tables summarize the company’s credit facilities:

Outstanding Borrowings

Borrowing 

July 4,

December 31,

(millions)

  ​ ​ ​

Capacity

  ​ ​ ​

2026

  ​ ​ ​

2025

North American asset securitization program

$

1,500

$

$

970

Revolving credit facility

 

2,000

 

50

 

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.

Average Daily Balance Outstanding

Six Months Ended

Effective Interest Rate

July 4,

June 28,

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

2025

North American asset securitization program

$

564

$

701

4.14

%

4.83

%

Revolving credit facility

 

25

 

1

7.86

%

5.43

%

Commercial paper program

 

178

 

390

4.04

%

4.74

%

Uncommitted lines of credit

 

130

 

273

4.08

%

4.82

%

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 six months of 2026 and 2025, the average daily balance outstanding under the EMEA asset securitization program was $393.4 million and $321.7 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

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.

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Cash Flows

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

Six Months Ended

July 4,

June 28,

(millions)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Change

Net cash provided by operating activities

$

1,018

$

146

$

872

Net cash (used for) provided by investing activities

 

(53)

 

81

 

(134)

Net cash used for financing activities

 

(981)

 

(416)

 

(565)

Cash Flows from Operating Activities

The net amount of cash provided by the company’s operating activities during the first six months of 2026 and 2025 was $1.0 billion and $145.8 million, respectively. 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 growth. 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 six months of 2026 was $53.2 million, and the cash provided by investing activities for the first six months of 2025 was $81.3 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 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 six months of 2026 and 2025 was $980.8 million and $415.9 million, respectively. The change in cash used for financing activities relates primarily to an increase in repayments of long-term bank borrowings, net partially offset by a decrease in short-term borrowings in 2026.

Capital Expenditures

Capital expenditures for the first six months of 2026 and 2025 were $53.2 million and $43.6 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 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

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”)

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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.

During the first six 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 0.2 million shares of its common stock for $42.8 million, excluding excise taxes. During the first six 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 July 4, 2026, approximately $956.9 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.

As of July 4, 2026, the company had purchase obligations of $30.3 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 $13.7 billion expected to be paid in the remaining six months of 2026, $5.9 billion in 2027, $2.9 billion in 2028, $2.1 billion in 2029, $1.5 billion in 2030, and $4.2 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 July 4, 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 six months ended July 4, 2026. For more information, refer to the section titled “Critical Accounting Estimates” in Part II, Item 7, Management’s

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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 six months ended July 4, 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 July 4, 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 July 4, 2026.

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.

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Table of Contents

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 Item 1 Part I 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 July 4, 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)

April 5 through May 2, 2026

 

-

$

-

 

-

$

-

May 3 through May 30, 2026

 

62,622

 

214.38

 

62,622

 

986,575

May 31 through July 4, 2026

 

133,235

 

220.44

 

133,235

 

956,935

 

195,857

 

 

195,857

 

  ​

(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 July 4, 2026, the total authorized dollar value of shares available for repurchase was $1.0 billion of which $43.1 million has been utilized, and the $956.9 million in the table represents the remaining amount available for repurchase under the program.

Item 5.Other Information

Trading Arrangements

During the quarter ended July 4, 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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Table of Contents

Item 6.Exhibits

Exhibit

Number

 

Exhibit

 

 

3(a)

Restated Certificate of Incorporation of Arrow Electronics, Inc., effective as of May 13, 2026 (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on May 13, 2026).

 

 

3(b)

Arrow Electronics, Inc. Amended and Restated By-laws, as amended through May 12, 2026 (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K filed on May 13, 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.

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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:

August 6, 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

47