Avnet (AVT) CEO exercises stock options and sells 46K shares

Rhea-AI Filing Summary

Avnet Inc. Chief Executive Officer Philip R. Gallagher reported exercising employee stock options and selling shares of common stock. He exercised options covering 25,068 shares at $36.80 per share and 21,000 shares at $29.38 per share, converting them into common stock on a derivative exercise basis.

On the same date, he sold 46,068 shares of Avnet common stock in an open-market transaction at an average price of $67.42 per share, with individual trades ranging from $66.80 to $67.885. After these transactions, he directly owned 168,923 common shares, which include 113,340 shares underlying RSUs earned but not yet vested or delivered and 9,742 shares underlying earned but unvested performance stock units. He also indirectly held 209,531 common shares through the Gallagher Family Trust.

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).

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)
02/24/2026

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	02/24/2026		M		25,068	A	$36.8	193,991	D
Common Stock	02/24/2026		M		21,000	A	$29.38	214,991	D
Common Stock	02/24/2026		S		46,068	D	$67.42(1)	168,923(2)	D
Common Stock								209,531	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
Employee Stock Option (Right to Buy)	$36.8	02/24/2026		M			25,068	(3)	08/09/2027	Common Stock	25,068	$0	0(4)	D
Employee Stock Option (Right to Buy)	$39.72							(3)	08/13/2029	Common Stock	31,900		31,900(5)	D
Employee Stock Option (Right to Buy)	$39.62							(3)	08/22/2031	Common Stock	194,252		194,252(6)	D
Employee Stock Option (Right to Buy)	$48.62							(3)	08/27/2028	Common Stock	23,920		23,920(7)	D
Employee Stock Option (Right to Buy)	$29.38	02/24/2026		M			21,000	(3)	11/16/2030	Common Stock	21,000	$0	170,048(8)	D

Explanation of Responses:

1. The price reported is an average price. These shares were sold in multiple transactions at prices ranging from $66.80 to $67.885. Upon request, the reporting person will provide full information regarding the number of shares sold at each price to Avnet, any Avnet security holder, or the Securities and Exchange Commission.

2. Includes 113,340 shares underlying RSUs earned but not yet vested or delivered and 9,742 shares underlying Performance Stock Units earned but not yet vested.

3. The option vested in four equal annual installments beginning on the first anniversary of the date of grant.

4. In fiscal year 2018, the reporting person was granted an option to purchase 25,068 shares of common stock. The Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

5. In fiscal year 2020, the reporting person was granted an option to purchase 31,900 shares of common stock. The Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

6. In fiscal year 2022, the reporting person was granted an option to purchase 194,252 shares of common stock. The Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

7. In fiscal year 2019, the reporting person was granted an option to purchase 23,920 shares of common stock. The Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

8. In fiscal year 2021, the reporting person was granted an option to purchase 191,048 shares of common stock. The Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

	/s/ Darrel S. Jackson, Attorney-In-Fact	02/25/2026
	** 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).
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FAQ

What did Avnet (AVT) CEO Philip Gallagher report in this Form 4?

Avnet CEO Philip R. Gallagher reported exercising stock options and selling common shares. He converted option awards into stock, then sold 46,068 shares in the open market, updating his direct and indirect ownership positions in Avnet common stock.

How many Avnet (AVT) shares did the CEO sell, and at what price?

Philip Gallagher sold 46,068 Avnet common shares in an open-market transaction at an average price of $67.42 per share. Footnotes state the trades occurred between $66.80 and $67.885, with detailed breakdowns available upon request from Avnet or the SEC.

What stock options did the Avnet (AVT) CEO exercise in this filing?

The CEO exercised employee stock options covering 25,068 shares at $36.80 per share and 21,000 shares at $29.38 per share. These exercises converted derivative option positions into Avnet common stock as part of his overall equity compensation program.

What is Philip Gallagher’s direct Avnet (AVT) share ownership after these trades?

After the reported transactions, Philip Gallagher directly owned 168,923 Avnet common shares. This figure includes 113,340 shares underlying earned but unvested RSUs and 9,742 shares underlying earned but unvested performance stock units, as disclosed in the footnotes to the Form 4.

Does the Avnet (AVT) CEO have indirect ownership through a trust?

Yes. In addition to his direct holdings, Philip Gallagher indirectly owned 209,531 Avnet common shares through the Gallagher Family Trust. This indirect position is disclosed separately from his directly held shares in the Form 4 ownership table.

What do the Avnet (AVT) Form 4 footnotes reveal about vesting of options?

Footnotes explain that multiple option grants, including awards for 25,068, 31,900, 23,920 and 194,252 shares, vest in four equal annual installments beginning on the first anniversary of each grant date, outlining the long-term structure of his equity compensation.