AVT Insider Filing: Gallagher Sells 19,200 Shares, Earns 80,460 RSUs

Rhea-AI Filing Summary

Philip R. Gallagher, Avnet Inc. director and Chief Executive Officer, reported insider transactions in a Form 4 filed for August 2025. On 08/21/2025 he was credited with 80,460 restricted stock units (RSUs) earned under long-term incentive plans, bringing his direct beneficial ownership to 285,931 shares immediately following that transaction. The RSUs were recorded at $0 as they represent compensation awards.

On 08/22/2025 Gallagher disposed of 19,200 shares in a sale at $52.89 per share, leaving 266,731 shares reported as directly owned. He also has 139,709 shares held indirectly through the Gallagher Family Trust. The filing notes 187,167 RSU shares allocated but not yet vested and 9,742 PSU shares earned but not yet vested. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Positive

• Acquisition of 80,460 RSUs reflecting executive compensation under long-term incentive plans
• Substantial combined insider ownership: direct holdings reported at 266,731 shares after transactions plus 139,709 shares indirectly via the Gallagher Family Trust
• Transparency and compliance: filing includes explanations for vesting and tax-related share surrender and is signed by an authorized attorney-in-fact

Negative

• Disposition of 19,200 shares at $52.89 which reduced direct reported holdings (noted as a sale)
• Large portion of awarded equity not yet vested: 187,167 RSU shares allocated and 9,742 PSUs earned but unvested, limiting immediate voting/transferable shares

Insights

Financial Analyst

TL;DR: Insider compensation vested and routine tax-related sale; no clear signal of material change to ownership control.

The reported 80,460 RSUs represent compensation recognized under Avnet's long-term incentive plans and increase direct reported holdings to 285,931 shares before the subsequent sale. The 19,200-share disposition at $52.89 appears to be a post-vesting liquidity or tax-related sale rather than an opportunistic dump, supported by the filing's note that shares were surrendered to cover taxes for PSUs. Overall, this is typical executive equity activity and is unlikely to materially alter company control or capital structure.

Corporate Governance Expert

TL;DR: Transaction pattern is consistent with compensation vesting and tax withholding; governance impact is minimal.

The Form 4 documents standard compensation vesting (RSUs and PSUs) and a small subsequent disposition to satisfy tax obligations. Indirect holdings via the Gallagher Family Trust (139,709 shares) add to aggregate insider alignment with shareholders. The filing is properly executed by an attorney-in-fact and includes required explanations, indicating routine compliance with disclosure obligations rather than a governance concern.

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).

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		80,460(1)	A	$0	285,931	D
Common Stock	08/22/2025		F		19,200(2)	D	$52.89	266,731(3)	D
Common Stock								139,709	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of Restricted Stock Units ("RSUs") earned under long-term incentive plans.

2. Surrendered shares to pay taxes applicable to the issuance of shares upon the vesting of Performance Stock Units ("PSUs").

3. Includes 187,167 shares underlying RSUs allocated but not yet vested and 9,742 shares underlying PSUs earned by not yet vested.

	/s/ Darrel S. Jackson, Attorney-In-Fact	08/25/2025
	** 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.
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FAQ

What transactions did Avnet CEO Philip R. Gallagher report on Form 4 (AVT)?

The filing shows an acquisition of 80,460 RSUs on 08/21/2025 and a sale/ disposition of 19,200 shares on 08/22/2025 at $52.89 per share.

How many Avnet shares does Gallagher beneficially own after these transactions?

Following the reported transactions Gallagher is shown with 266,731 shares directly and 139,709 shares indirectly via the Gallagher Family Trust.

Why were shares surrendered in the Form 4 filing?

The filing explains shares were surrendered to pay taxes applicable to issuance of shares upon the vesting of Performance Stock Units (PSUs).

How many RSUs and PSUs are unvested according to the filing?

The Form 4 states 187,167 RSU shares are allocated but not yet vested and 9,742 PSU shares have been earned but are not yet vested.

Who signed the Form 4 for Philip Gallagher?

The Form 4 was signed by /s/ Darrel S. Jackson, Attorney-In-Fact on 08/25/2025.