Arrow Electronics (ARW) director receives 967.94 RSUs with 2027-based vesting

Rhea-AI Filing Summary

Hayford Michael D reported acquisition or exercise transactions in this Form 4 filing.

Arrow Electronics director Michael D. Hayford received an equity award of 967.94 Restricted Stock Units (RSUs) on the company’s common stock. These RSUs vest on the earlier of May 12, 2027 or one day before the 2027 annual shareholder meeting, subject to continued service, with accelerated vesting upon death, disability, or involuntary termination without cause following a change of control.

After this grant, Hayford beneficially owns 4,118.74 RSUs and shares in total, including 3,150.80 RSUs previously reported as derivative securities and now reported together in the non-derivative holdings table. Each RSU will settle into one share of Arrow Electronics common stock upon vesting.

Insights

Equity Compensation Analyst

Routine director RSU grant increases equity-based compensation with deferred vesting.

Director Michael D. Hayford received 967.94 RSUs that vest in 2027 or just before the 2027 shareholder meeting, contingent on continued service. This is a stock-based compensation award rather than a market purchase or sale, with a grant price of $0.00 per unit.

The award includes standard protections such as immediate vesting upon death, disability, or certain terminations after a change of control. Following this grant, Hayford holds 4,118.74 RSUs and shares, reflecting a modest, routine alignment of director pay with shareholder value rather than a trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hayford Michael D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	967.94	$0.00	--

Holdings After Transaction: Common Stock — 4,118.74 shares (Direct, null)

Footnotes (1)

1. This award of Restricted Stock Units ("RSUs") will vest on the earlier of (a) May 12, 2027, or (b) one day prior to the company's 2027 annual shareholder meeting (subject to continued service), with immediate vesting in the event of death, disability, or involuntary termination without cause following a change of control. RSUs settle in Common Stock of the company on a one-for-one basis. The Reporting Person previously reported RSUs in Table II of Form 4. Starting with this Form 4, the Reporting Person is reporting RSUs in Table I. Accordingly, the total amount of securities beneficially owned as reported in Column 5 includes the 967.94 RSUs awarded on May 12, 2026, and the 3,150.80 RSUs previously reported in Table II.

Key Figures

RSU grant size: 967.94 RSUs Total beneficial ownership: 4,118.74 shares/RSUs Previously reported RSUs: 3,150.80 RSUs +2 more

5 metrics

RSU grant size 967.94 RSUs Awarded on May 12, 2026 to director Hayford

Total beneficial ownership 4,118.74 shares/RSUs Held after the May 12, 2026 RSU grant

Previously reported RSUs 3,150.80 RSUs RSUs earlier shown in Table II now in Table I

Vesting date trigger May 12, 2027 Or one day before 2027 annual shareholder meeting

Grant price per RSU $0.00 Equity compensation award, not a market purchase

Key Terms

Restricted Stock Units ("RSUs"), change of control, beneficially owned

3 terms

Restricted Stock Units ("RSUs") financial

"This award of Restricted Stock Units ("RSUs") will vest on the earlier of"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

change of control financial

"involuntary termination without cause following a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

beneficially owned financial

"the total amount of securities beneficially owned as reported in Column 5 includes"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayford Michael D

(Last) (First) (Middle)

C/O ARROW ELECTRONICS, INC.

9151 EAST PANORAMA CIRCLE

(Street)

CENTENNIAL COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ARROW ELECTRONICS, INC. [ ARW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	05/12/2026		A		967.94	A	$0	4,118.74(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This award of Restricted Stock Units ("RSUs") will vest on the earlier of (a) May 12, 2027, or (b) one day prior to the company's 2027 annual shareholder meeting (subject to continued service), with immediate vesting in the event of death, disability, or involuntary termination without cause following a change of control. RSUs settle in Common Stock of the company on a one-for-one basis.

2. The Reporting Person previously reported RSUs in Table II of Form 4. Starting with this Form 4, the Reporting Person is reporting RSUs in Table I. Accordingly, the total amount of securities beneficially owned as reported in Column 5 includes the 967.94 RSUs awarded on May 12, 2026, and the 3,150.80 RSUs previously reported in Table II.

	/s/ Stacey Metcalfe, Attorney-in-Fact	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity award did Arrow Electronics (ARW) director Michael D. Hayford receive?

Michael D. Hayford received an award of 967.94 Restricted Stock Units (RSUs). These RSUs are a form of stock-based compensation that convert into Arrow Electronics common shares on a one-for-one basis when they vest under the specified conditions.

When do Michael D. Hayford’s new Arrow Electronics (ARW) RSUs vest?

The 967.94 RSUs vest on the earlier of May 12, 2027, or one day before Arrow Electronics’ 2027 annual shareholder meeting. Vesting is subject to continued service, with immediate vesting upon death, disability, or certain terminations after a change of control.

How many Arrow Electronics (ARW) shares and RSUs does Michael D. Hayford now beneficially own?

After this grant, Michael D. Hayford beneficially owns 4,118.74 Arrow Electronics securities. This total includes the new 967.94 RSUs awarded on May 12, 2026, plus 3,150.80 RSUs that were previously reported as derivative securities in Table II of earlier filings.

How are Michael D. Hayford’s Arrow Electronics (ARW) RSUs settled after vesting?

The RSUs are settled in Arrow Electronics common stock on a one-for-one basis. This means each vested RSU converts into one share of common stock, providing equity exposure linked directly to the company’s share performance once vesting conditions are satisfied.

What special vesting protections apply to Michael D. Hayford’s Arrow Electronics (ARW) RSUs?

The RSUs vest immediately if Hayford dies, becomes disabled, or is involuntarily terminated without cause following a change of control. These protections help ensure he is not deprived of earned equity value due to significant corporate events or qualifying involuntary separations.

Why did Arrow Electronics (ARW) change how Michael D. Hayford’s RSUs are reported on Form 4?

Previously, Hayford’s RSUs were reported in Table II as derivative securities. Starting with this Form 4, Arrow Electronics reports his RSUs in Table I, so the 3,150.80 previously reported RSUs and the new 967.94 RSUs are included together in his total beneficial ownership figure.