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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 2026, Avnet, Inc. (the “Company”) and Avnet Holding Europe BV (“Avnet Europe”) entered into Amendment No. 3 to the Third Amended and Restated Credit Agreement (“the Amendment”), which amends the Third Amended and Restated Credit Agreement, dated January 17, 2025 (as amended from time to time, including by the Amendment, the “Credit Agreement”), among the Company, Avnet Europe, Bank of America, N.A., as the administrative agent, and the lenders party thereto.
The Amendment provides for, among other things, (i) an increase in the aggregate commitments under the Credit Agreement by $1,000,000,000 to a total commitment amount of $2,750,000,000, (ii) an increase in the maximum additional commitments that can be requested by the Company to $1,000,000,000 and (iii) elimination of the SOFR credit spread adjustment to the interest rate. The other terms of the Credit Agreement remain substantially the same as under the previously effective Credit Agreement.
The description of the Amendment set forth above is only a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the full and complete terms contained in the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference. The Amendment is not intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations, warranties and covenants contained in the Amendment were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Some or all of the parties to the Amendment, or their affiliates, have in the past provided investment or commercial banking services to the Company and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required hereunder is provided under Item 1.01 above and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
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Exhibit
Number | | Description |
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10.1 | | Amendment No. 3, dated as of October 13, 2026, to the Third Amended and Restated Credit Agreement dated January 17, 2025. |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
