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AVT Insider Update: Director Brenda Freeman Receives Dividend-Linked PSUs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing overview: On 18 June 2025, Avnet, Inc. (ticker AVT) director Brenda Freeman acquired 199 Phantom Stock Units (PSUs). Each PSU represents one share of Avnet common stock and will be settled after Ms. Freeman leaves the Board or upon a change-of-control. The units were credited at an implied price of $51.54, reflecting the company’s dividend-equivalent feature rather than an open-market purchase. After the transaction, her total beneficial ownership rose to 31,327 common-stock-equivalent shares, all held directly.

The filing indicates the acquisition resulted automatically from the quarterly dividend and is coded as an “A” (acquisition) transaction, not subject to Rule 10b5-1. No shares were sold and there were no derivative exercises or expirations disclosed beyond the PSU accrual.

Because the transaction adds less than 1% to Ms. Freeman’s holdings and involves non-cash, deferred-settlement units, it is considered routine and immaterial to Avnet’s capital structure.

Positive

  • Director ownership increases, albeit marginal, reinforcing board-shareholder alignment.

Negative

  • None.

Insights

TL;DR: Routine dividend-linked PSU credit; neutral impact on AVT investors.

This Form 4 reflects an automatic crediting of 199 PSUs to director Brenda Freeman under Avnet’s non-employee director compensation plan. The transaction does not involve cash outlay, market purchase, or disposition of shares. With total ownership now at 31,327 share equivalents, the incremental increase (≈0.6% of her stake) is de minimis relative to Avnet’s 90 million-plus outstanding shares. Consequently, the filing signals continued board-level alignment but lacks material impact on float, earnings dilution, or insider sentiment trends. I therefore classify the disclosure as informational and neutral for valuation or trading purposes.

Insider Freeman Brenda
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 199 $51.54 $10K
Holdings After Transaction: Phantom Stock Units — 31,327 shares (Direct)
Footnotes (1)
  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. Additional PSUs acquired as a result of the quarterly dividend.
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
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*
Freeman Brenda

(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)
06/18/2025
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
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) 06/18/2025 A 199(2) (1) (1) Common Stock 199 $51.54 31,327 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 06/20/2025
** 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

How many Avnet (AVT) shares did Brenda Freeman acquire in the latest Form 4?

199 Phantom Stock Units, each convertible into one common share upon board departure or change-of-control.

Was the 06/18/2025 transaction an open-market purchase?

No. The PSUs were automatically credited as a dividend equivalent under the director compensation plan.

What is Brenda Freeman’s total Avnet ownership after the filing?

She now beneficially owns 31,327 common-stock-equivalent shares.

Does the transaction affect Avnet’s share count or earnings per share?

The impact is immaterial; the small number of deferred units does not meaningfully change outstanding shares.
Avnet

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