AVT Form 4: 9,000-Share Sale; 590 PSUs Issued to Director

Rhea-AI Filing Summary

Avnet, Inc. (AVT) reporting person Oleg Khaykin filed a Form 4 disclosing transactions dated 10/01/2025. The filing shows a disposition of 9,000 shares of common stock and the receipt of 590 Phantom Stock Units (PSUs) issued in lieu of director cash retainer payments. The PSUs were issued at $51.88 per share under the Avnet Deferred Compensation Plan for Outside Directors and will convert to common stock when the director leaves the board or upon a change of control. After these transactions the reporting person beneficially owns 50,758 shares.

Positive

• 590 PSUs issued under the Deferred Compensation Plan, converting cash retainer to equity-linked units
• Director retains significant ownership with 50,758 shares beneficially owned after the transactions

Negative

• Disposition of 9,000 shares reported on 10/01/2025
• PSUs settle on board exit or change of control, which delays conversion into voting shares

Insights

Corporate Governance Expert

Director deferred cash into PSUs, increasing stock-linked compensation.

The filing shows 590 PSUs were issued in lieu of the quarterly cash retainer, elected by the director and valued at $51.88 per share. These PSUs are payable in common stock upon board exit or a change of control, which ties director compensation to equity outcomes.

This alignment mechanism converts cash pay into potential equity on future settlement, affecting dilution timing but not immediate cash flows.

Insider Transactions Analyst

Reporting person sold 9,000 shares and still holds 50,758 shares beneficially.

The Form 4 records a disposition of 9,000 common shares on 10/01/2025 and shows total beneficial ownership of 50,758 shares after the reported transactions. The transaction was reported by attorney-in-fact on 10/02/2025.

This is a routine Section 16 disclosure showing both a sale and the conversion of deferred cash into PSUs; the filing contains no additional derivative grants or exercise terms beyond the PSU description.

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

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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^*

KHAYKIN OLEG

(Last) (First) (Middle)

C/O AVNET, INC.

2211 SOUTH 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)
10/01/2025

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								9,000	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)	10/01/2025		A		590(2)		(1)	(1)	Common Stock	590	$0	50,758	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. The reporting person has elected to defer 100% of the director's cash retainer, which is paid in quarterly installments, whereby PSUs were issued in lieu, pursuant to the Avnet, Inc. Deferred Compensation Plan for Outside Directors. The PSUs were issued based on $51.88 per share.

	/s/ Darrel S. Jackson, Attorney-In-Fact	10/02/2025
	** 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).
** 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.

FAQ

What did Avnet insider Oleg Khaykin report on Form 4 (AVT)?

The Form 4 discloses a disposition of 9,000 common shares and receipt of 590 Phantom Stock Units (PSUs) on 10/01/2025.

How were the 590 PSUs valued in the filing for AVT?

The PSUs were issued based on a value of $51.88 per share under Avnet's Deferred Compensation Plan for Outside Directors.

When do the PSUs reported for AVT convert to common stock?

The filing states each PSU equals one share and will be settled in common stock after the reporting person leaves the Board or upon a change of control.

How many Avnet shares does the reporting person beneficially own after the reported transactions?

The reporting person beneficially owns 50,758 shares following the reported transactions.

What is the transaction date and filing signature date on the AVT Form 4?

The transaction date is 10/01/2025 and the Form 4 was signed by an attorney-in-fact on 10/02/2025.