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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).
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.