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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 19, 2026
AVNET, INC.
(Exact name of registrant as specified in its
charter)
| New York |
|
1-4224 |
|
11-1890605 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification Number) |
| 2211 South 47th Street, Phoenix, Arizona |
|
85034 |
| (Address of principal executive offices) |
|
(Zip Code) |
(480)
643-2000
(Registrant’s telephone number, including
area code.)
N/A
(Former name and former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered: |
| Common Stock, par value $1.00 per share |
|
AVT |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
On August 19, 2026, Avnet, Inc. (“Avnet” or the
“Company”) priced a public offering of $550 million in aggregate principal amount of 5.650% Notes due 2031 (the “Notes”).
Avnet expects to use the net proceeds from the offering to repay amounts owed under the Company’s senior unsecured revolving credit
facility and the Company’s accounts receivable securitization program.
The offering was made pursuant to an Underwriting Agreement, dated
August 19, 2026, by and among the Company and the representatives of the several underwriters listed therein, in an offering registered
on a Registration Statement on Form S-3 (File No. 333-298324), which was filed with the Securities and Exchange Commission on
August 14, 2026. The Notes are being issued pursuant to an Indenture, dated as of June 22, 2010, by and between the Company
and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee, and an Officers’
Certificate (which includes the form of Note as an exhibit) setting forth the terms of the Notes (the “Officers’ Certificate”).
Copies of the Underwriting Agreement and the form of Officers’ Certificate are filed herewith as Exhibit 1.1 and Exhibit 4.1
respectively, and are incorporated herein by reference. The Notes will accrue interest from the date of their issuance at a rate of 5.650%.
The Notes will rank equally with all of the Company’s other existing and future unsecured obligations. The offering of the Notes
is expected to close on August 24, 2026.
The above description of the Underwriting Agreement and the Notes is
qualified in its entirety by reference to the Underwriting Agreement and the forms of Officers’ Certificate and the Notes filed
as exhibits hereto, which exhibits are incorporated by reference herein.
The legality opinion of Michael R. McCoy, Senior Vice President, General
Counsel and Chief Legal Officer of the Company, relating to the issuance of the Notes, is filed herewith as Exhibit 5.1.
| Item 9.01. |
Financial Statements and Exhibits |
The following materials are attached as exhibits to this Current Report
on Form 8-K:
Exhibit
No. |
Description |
| |
|
| 1.1 |
Underwriting
Agreement, dated as of August 19, 2026, by and among Avnet, Inc. and the representatives of the several underwriters listed
therein. |
| |
|
| 4.1 |
Form of
Officers’ Certificate setting forth the terms of the 5.650% Notes due 2031. |
| |
|
| 4.2 |
Form of
5.650% Notes due 2031 (included as Exhibit A to Exhibit 4.1). |
| |
|
| 5.1 |
Opinion
of Michael R. McCoy, Esq. with respect to the legality of the 5.650% Notes due 2031. |
| |
|
| 23.1 |
Consent
of Michael R. McCoy, Esq. (included in Exhibit 5.1). |
| |
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 21, 2026
| |
AVNET, INC. |
| |
|
|
| |
By: |
/s/ Kenneth A. Jacobson |
| |
Name: |
Kenneth A. Jacobson |
| |
Title: |
Chief Financial Officer |
