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Avnet (NASDAQ: AVT) CEO gets 29,811-share award, surrenders stock for taxes

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AVNET INC (AVT) reported insider equity activity by Chief Executive Officer and director Philip R. Gallagher. On 2026-08-27 he received 29,811 shares of Common Stock as a grant of performance stock units earned under a long-term incentive plan. On the same date, 12,476 shares of Common Stock were surrendered to pay taxes on the issued shares at a reported price of $87.81 per share. Gallagher continues to hold substantial equity through employee stock options and indirect ownership via the Gallagher Family Trust.

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Insider GALLAGHER PHILIP R
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 29,811 $0.00 $0.00
Tax Withholding Common Stock F2, F3 12,476 $87.81 $1.10M
holding Employee Stock Option (Right to Buy) F4 -- -- --
holding Employee Stock Option (Right to Buy) F4 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 307,249 shares (Direct); Employee Stock Option (Right to Buy) — 344,300 shares (Direct); Common Stock — 209,531 shares (Indirect, By Gallagher Family Trust)
Footnotes (4)
  1. F1. Consists of performance stock units earned under long-term incentive plan.
  2. F2. Surrendered shares to pay taxes on issued shares.
  3. F3. Includes 214,262 shares earned but not vested.
  4. F4. The option vested in four equal annual installments beginning on the first anniversary of the date of grant.
Performance stock units earned and granted as Common Stock 29,811 shares Grant of Common Stock on 2026-08-27, earned under long-term incentive plan
Shares surrendered to pay taxes 12,476 shares Code F transaction on 2026-08-27 to pay taxes on issued shares at $87.81 per share
Tax payment price per share $87.81 per share Applied to 12,476 surrendered shares in code F tax-liability transaction
Employee stock options underlying shares at $29.38 150,048 shares Employee Stock Option (Right to Buy) with $29.38 exercise price expiring 2030-11-16
Employee stock options underlying shares at $39.62 194,252 shares Employee Stock Option (Right to Buy) with $39.62 exercise price expiring 2031-08-22
Indirect Common Stock holdings by trust 209,531 shares Common Stock held indirectly by Gallagher Family Trust as of 2026-08-27
Shares earned but not vested 214,262 shares Footnote states indirect total includes 214,262 shares earned but not vested
performance stock units financial
"Consists of performance stock units earned under long-term incentive plan"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
long-term incentive plan financial
"Consists of performance stock units earned under long-term incentive plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Employee Stock Option (Right to Buy) financial
"security_title": "Employee Stock Option (Right to Buy)""
tax liability financial
"Payment of tax liability by delivering or withholding securities"
earned but not vested financial
"Includes 214,262 shares earned but not vested"

FAQ

What equity award did AVT CEO Philip R. Gallagher receive in this Form 4?

Philip R. Gallagher received a grant of 29,811 shares of AVT Common Stock on 2026-08-27, consisting of performance stock units earned under a long-term incentive plan. The grant was reported at $0.00 per share, reflecting a non-cash award rather than an open-market purchase.

How many AVT shares were used to cover taxes for Gallagher’s award?

On 2026-08-27, 12,476 shares of AVT Common Stock were surrendered to pay taxes on the issued shares at a reported price of $87.81 per share. This transaction was coded “F” as a payment of tax liability by delivering or withholding securities.

What AVT stock options does Philip R. Gallagher hold after this filing?

Philip R. Gallagher holds employee stock options on 150,048 underlying shares of AVT at an exercise price of $29.38 expiring 2030-11-16, and options on 194,252 underlying shares at an exercise price of $39.62 expiring 2031-08-22, all held directly.

What indirect AVT shareholdings are reported for Gallagher?

The Form 4 reports 209,531 shares of AVT Common Stock held indirectly by the Gallagher Family Trust. A related footnote states this total includes 214,262 shares earned but not vested, providing additional detail on restricted or unvested equity.

Were Gallagher’s AVT transactions in this Form 4 open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows a grant of 29,811 shares of AVT Common Stock from earned performance stock units and a tax-related surrender of 12,476 shares to cover taxes on the issued shares, rather than market transactions.

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

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SEC Form 4
FORM 4UNITED 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*
GALLAGHER PHILIP R

(Last)(First)(Middle)
C/O AVNET, INC.
2211 SOUTH 47TH STREET

(Street)
PHOENIX ARIZONA 85034

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AVNET INC [ AVT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026A29,811(1)A$0319,725D
Common Stock08/27/2026F12,476(2)D$87.81307,249(3)D
Common Stock209,531IBy Gallagher Family Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$29.38 (4)11/16/2030Common Stock150,048150,048D
Employee Stock Option (Right to Buy)$39.62 (4)08/22/2031Common Stock194,252194,252D
Explanation of Responses:
1. Consists of performance stock units earned under long-term incentive plan.
2. Surrendered shares to pay taxes on issued shares.
3. Includes 214,262 shares earned but not vested.
4. The option vested in four equal annual installments beginning on the first anniversary of the date of grant.
/s/ Darrel S. Jackson, Attorney-In-Fact08/28/2026
** Signature of Reporting PersonDate
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)