AVT insider filing: 1,265-share sale and 24 dividend PSUs reported

Rhea-AI Filing Summary

Henkels Virginia, a director of Avnet Inc. (AVT), reported transactions dated 09/26/2025 on a Form 4. The filing shows a disposition of 1,265 shares of common stock and the acquisition of 24 Phantom Stock Units (PSUs) on the same date. Each PSU converts to one share and will be settled in Avnet common stock after the reporting person leaves the board or upon a change of control. The filing notes the 24 PSUs were received as additional units from the quarterly dividend. The Form 4 was signed by an attorney-in-fact, Darrel S. Jackson, on 09/29/2025.

Positive

• Director received 24 Phantom Stock Units which convert to common shares and align long-term interests with shareholders
• PSUs were credited due to the quarterly dividend, indicating standard equity-adjustment mechanics rather than discretionary award

Negative

• Disposition of 1,265 common shares was reported without a sale price, limiting assessment of timing or value
• Form lacks price and post-transaction share count for the non-derivative disposition, so full ownership impact is unclear

Insights

Financial Analyst

TL;DR: Routine insider activity: a director sold shares and received dividend-adjusted phantom units that vest on exit or change of control.

The disposal of 1,265 common shares is recorded without a reported sale price in this filing, so market impact cannot be assessed from this document alone. The acquisition of 24 PSUs increases the director's potential future equity stake because each PSU equals one share and will convert on departure or change of control; these PSUs were credited as a dividend accrual. Overall, the transactions appear procedural and tied to compensation/dividend mechanics rather than a compensatory option exercise or large strategic trade.

Corporate Governance Expert

TL;DR: Compensation-linked issuance of PSUs aligns director incentives; the contemporaneous share disposition is disclosed but lacks pricing detail.

The PSU disclosure clarifies that units are settled in common stock after board exit or a change of control, a common corporate governance mechanism to retain and align directors. The additional PSUs resulting from a quarterly dividend are routine. The form is properly executed by an attorney-in-fact. Because the filing does not provide sale price or context for the 1,265-share disposition, it is not possible to judge whether the sale was opportunistic, routine diversification, or part of a pre-arranged plan from this record alone.

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

1. Name and Address of Reporting Person^*

Henkels Virginia

(Last) (First) (Middle)

C/O AVNET, INC.

2211 S. 47TH STREET

(Street)

PHOENIX AZ 85034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVNET INC [ AVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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

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

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

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								1,265	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
Phantom Stock Units(1)	(1)	09/26/2025		A		24(2)		(1)	(1)	Common Stock	24	$51.6	3,511	D

Explanation of Responses:

1. Each Phantom Stock Unit ("PSU") equals one share of the Issuer's common stock, and will be settled in the Issuer's common stock after the reporting person leaves the Issuer's Board or upon change of control of the Issuer.

2. Additional PSUs acquired as a result of the quarterly dividend.

	/s/ Darrel S. Jackson, Attorney-In-Fact	09/29/2025
	** 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).
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FAQ

What did Avnet director Henkels Virginia report on Form 4 (AVT)?

The filing reports a disposition of 1,265 common shares and the acquisition of 24 Phantom Stock Units on 09/26/2025.

What are the Phantom Stock Units (PSUs) reported for AVT?

Each PSU equals one share of Avnet common stock and will be settled in common stock after the reporting person leaves the board or upon a change of control.

Why were 24 PSUs added to Henkels Virginia's holdings?

The filing states the additional 24 PSUs were acquired as a result of the quarterly dividend.

When was the Form 4 for AVT signed and by whom?

The Form 4 was signed by Darrel S. Jackson, Attorney-In-Fact on 09/29/2025.

Does the Form 4 show the sale price for the disposed AVT shares?

No. The filing lists the disposition of 1,265 shares but does not provide a sale price in the disclosed fields.