Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4482
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
New York
11-1806155
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
9151 East Panorama Circle
80112
Centennial CO
(Zip Code)
(Address of principal executive offices)
(303) 824-4000
(Registrant’s telephone number, including area code)
No Changes
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of the exchange on which registered
Common Stock, $1 par value
ARW
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
There were 50,905,423 shares of Common Stock outstanding as of July 30, 2026.
Part I.
Financial Information
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Operations
4
Consolidated Statements of Comprehensive Income
5
Consolidated Balance Sheets
6
Consolidated Statements of Cash Flows
7
Consolidated Statements of Equity
8
Notes to Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
44
Item 4.
Controls and Procedures
Part II.
Other Information
Legal Proceedings
45
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Item 6.
Exhibits
46
Signature
47
2
Glossary of Selected Abbreviated Terms*
Abbreviated Term
Defined Term
AFC
Arrow Electronics Funding Corporation
AI
Artificial Intelligence
Arrow or the company
Arrow Electronics, Inc. and its subsidiaries, unless otherwise indicated
ASU
Accounting Standard Update
CODM
Chief Operating Decision Maker
CTA
Foreign Currency Translation Adjustment
ECS
Enterprise Computing Solutions
EMEA
Europe, the Middle East, and Africa
EMS
Electronics Manufacturing Services
FASB
Financial Accounting Standards Board
GAAP
Generally Accepted Accounting Principles
Global Components
Global Components reportable segment
Global ECS
Global ECS reportable segment
IP&E
Interconnect, Passive and Electromechanical
IT
Information Technology
MSPs
Managed Service Providers
OEMs
Original Equipment Manufacturers
SOFR
Secured Overnight Financing Rate
U.S. or United States
United States of America
VARs
Value-Added Resellers
* Terms used, but not defined, within the body of this Form 10-Q, including in the Consolidated Financial Statements and accompanying notes, are defined in this Glossary.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Quarter Ended
Six Months Ended
July 4,
June 28,
2026
2025
Sales
$
9,992,237
7,579,947
19,465,785
14,393,964
Cost of sales
8,867,028
6,731,290
17,250,116
12,771,315
Gross profit
1,125,209
848,657
2,215,669
1,622,649
Operating expenses:
Selling, general, and administrative
688,138
600,990
1,344,279
1,163,306
Depreciation and amortization
35,599
35,162
71,652
70,972
Restructuring, integration, and other
24,139
21,919
60,803
39,232
747,876
658,071
1,476,734
1,273,510
Operating income
377,333
190,586
738,935
349,139
Equity in earnings (losses) of affiliated companies
2,065
(659)
2,961
661
Gain on investments, net
12,044
103,976
6,252
104,116
Post-retirement expense
(999)
(664)
(1,961)
(1,286)
Interest and other financing expense, net
(37,297)
(60,283)
(85,781)
(116,465)
Income before income taxes
353,146
232,956
660,406
336,165
Provision for income taxes
80,311
45,934
151,541
69,279
Consolidated net income
272,835
187,022
508,865
266,886
Noncontrolling interests
124
(727)
1,048
(583)
Net income attributable to shareholders
272,711
187,749
507,817
267,469
Net income per share:
Basic
5.32
3.62
9.90
5.14
Diluted
5.26
3.59
9.81
5.09
Weighted-average shares outstanding:
51,306
51,856
51,314
52,057
51,867
52,342
51,787
52,504
See accompanying notes.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Other comprehensive income (loss):
Foreign currency translation adjustment and other, net of taxes
16,407
268,554
(44,975)
401,262
(Loss) gain on foreign exchange contracts designated as net investment hedges, net of taxes
(100)
(6,204)
1,473
(12,156)
Loss on interest rate swaps designated as cash flow hedges, net of taxes
(447)
(424)
(889)
(843)
Post-retirement expense items, net of taxes
(88)
(347)
(190)
(709)
15,772
261,579
(44,581)
387,554
Comprehensive income
288,607
448,601
464,284
654,440
Less: Comprehensive (loss) income attributable to noncontrolling interests
(200)
2,920
(137)
4,955
Comprehensive income attributable to shareholders
288,807
445,681
464,421
649,485
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
December 31,
ASSETS
Current assets:
Cash and cash equivalents
244,631
306,467
Accounts receivable, net
28,008,735
19,738,666
Inventories
5,939,587
5,081,863
Other current assets
796,035
533,035
Total current assets
34,988,988
25,660,031
Property, plant, and equipment, at cost:
Land
5,691
Buildings and improvements
205,840
199,433
Machinery and equipment
1,728,678
1,715,415
1,940,209
1,920,539
Less: Accumulated depreciation and amortization
(1,479,390)
(1,445,889)
Property, plant, and equipment, net
460,819
474,650
Investments in affiliated companies
62,149
59,315
Intangible assets, net
67,514
77,022
Goodwill
2,109,446
2,120,071
Other assets
687,765
687,049
Total assets
38,376,681
29,078,138
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
27,107,855
17,383,796
Accrued expenses
1,516,824
1,461,261
Short-term borrowings, including current portion of long-term debt
117,539
341
Total current liabilities
28,742,218
18,845,398
Long-term debt
2,053,041
3,084,715
Other liabilities
502,541
489,326
Contingencies (Note L)
Equity:
Shareholders’ equity:
Common stock, par value $1:
Authorized - 160,000 shares in both 2026 and 2025
Issued - 56,094 and 55,838 shares in 2026 and 2025, respectively
56,094
55,838
Capital in excess of par value
613,560
586,993
Treasury stock (5,119 and 4,768 shares in 2026 and 2025, respectively), at cost
(554,346)
(483,571)
Retained earnings
7,059,909
6,552,092
Accumulated other comprehensive loss
(170,036)
(126,640)
Total shareholders’ equity
7,005,181
6,584,712
73,700
73,987
Total equity
7,078,881
6,658,699
Total liabilities and equity
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Consolidated net income:
Adjustments to reconcile consolidated net income to net cash provided by operations:
Amortization of stock-based compensation
22,415
30,200
Equity in earnings of affiliated companies
(2,961)
(661)
Deferred income taxes
12,403
5,251
Loss on disposition of businesses, net
22,830
—
(6,046)
(103,895)
Other
(173)
(302)
Change in assets and liabilities:
(8,338,902)
(1,896,481)
(876,277)
46,449
9,755,373
1,949,919
112,581
(81,710)
Other assets and liabilities
(263,659)
(140,845)
Net cash provided by operating activities
1,018,101
145,783
Cash flows from investing activities:
Acquisition of property, plant, and equipment
(53,246)
(43,597)
Proceeds from settlement of net investment hedges
24,858
Proceeds from sale of investments in equity securities
100,000
Net cash (used for) provided by investing activities
81,261
Cash flows from financing activities:
Change in short-term and other borrowings
7,262
454,803
Repayments of long-term bank borrowings, net
(923,170)
(413,657)
Redemption of notes
(350,000)
Proceeds from exercise of stock options
10,431
3,203
Repurchases of common stock
(75,147)
(110,149)
(153)
(148)
Net cash used for financing activities
(980,777)
(415,948)
Effect of exchange rate changes on cash
(45,914)
222,067
Net (decrease) increase in cash and cash equivalents
(61,836)
33,163
Cash and cash equivalents at beginning of period
188,807
Cash and cash equivalents at end of period
221,970
CONSOLIDATED STATEMENTS OF EQUITY
Accumulated
Common
Capital in
Stock at Par
Excess of Par
Treasury
Retained
Comprehensive
Noncontrolling
Value
Stock
Earnings
Loss
Interests
Total
Balance at December 31, 2025
235,106
924
236,030
Other comprehensive loss
(59,492)
(861)
(60,353)
9,599
Shares issued for stock-based compensation awards
169
(888)
5,757
5,038
(33,292)
Balance at April 4, 2026
56,007
595,704
(511,106)
6,787,198
(186,132)
74,050
6,815,721
Other comprehensive income (loss)
16,096
(324)
12,816
87
5,040
266
5,393
(43,506)
Distributions
(150)
Balance at July 4, 2026
Balance at December 31, 2024
55,592
562,080
(328,078)
5,980,826
(509,269)
70,377
5,831,528
79,720
144
79,864
Other comprehensive income
124,084
1,891
125,975
18,559
195
(2,849)
3,558
904
(59,413)
Balance at March 29, 2025
55,787
577,790
(383,933)
6,060,546
(385,185)
72,412
5,997,417
Consolidated net income (loss)
257,932
3,647
11,641
28
49
2,222
2,299
(50,736)
Balance at June 28, 2025
55,815
589,480
(432,447)
6,248,295
(127,253)
75,184
6,409,074
Index to Notes
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Note A. Basis of Presentation
10
Note B. Impact of Recently Issued Accounting Standards
Note C. Goodwill and Intangible Assets
11
Note D. Investments in Affiliated Companies
12
Note E. Accounts Receivable
Note F. Supplier Finance Programs
15
Note G. Debt
Note H. Financial Instruments Measured at Fair Value
17
Note I. Restructuring, Integration, and Other
20
Note J. Net Income per Share
21
Note K. Shareholders’ Equity
22
Note L. Contingencies
24
Note M. Segment and Geographic Information
25
Note A – Basis of Presentation
The accompanying consolidated financial statements of Arrow were prepared in accordance with GAAP and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for the periods presented. The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.
These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with Arrow’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, as filed in the company’s Annual Report on Form 10-K.
Quarter End
For 2026, the company is operating on a quarterly reporting calendar that closes on the Saturday following the end of the calendar month, except for the fourth quarter, which closes on December 31, 2026. The second quarter of 2026 includes the period from April 5, 2026, through July 4, 2026. There were 63 shipping days for the second quarter of 2026 and 64 shipping days for the second quarter of 2025. The first six months of 2026 includes the period from January 1, 2026, through July 4, 2026. There were 128 shipping days for the first six months of 2026 and 125 shipping days for the first six months of 2025.
Reclassification
Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.
Note B – Impact of Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The effective date was clarified in January 2025 when the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating the impact of the ASUs on its condensed consolidated financial statements and related disclosures but does not anticipate early adoption.
Note C – Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill and other indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.
Goodwill of companies acquired, allocated to the company’s reportable segments, is as follows:
Global
(thousands)
Components
Balance as of December 31, 2025 (a)
919,062
1,201,009
Foreign currency translation adjustment
(4,165)
(6,460)
(10,625)
Balance as of July 4, 2026 (a)
914,897
1,194,549
Intangible assets, net, are comprised of the following as of July 4, 2026:
Gross
Carrying
Amount
Amortization
Net
Customer relationships
191,229
(131,383)
59,846
Amortizable trade name
46,017
(38,349)
7,668
237,246
(169,732)
Intangible assets, net, are comprised of the following as of December 31, 2025:
192,743
(125,910)
66,833
74,001
(63,812)
10,189
266,744
(189,722)
During the second quarter of 2026 and 2025, the company recorded amortization expense related to identifiable intangible assets of $4.8 million and $4.9 million, respectively. During the first six months of 2026 and 2025, amortization expense related to identifiable intangible assets was $9.5 million and $10.2 million, respectively.
Note D – Investments in Affiliated Companies
The company owns a 50% interest in two joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest in one other joint venture. These investments are accounted for using the equity method.
The following table presents the company’s investment in affiliated companies:
Marubun/Arrow
46,266
43,870
15,883
15,445
The equity in earnings (losses) of affiliated companies consists of the following:
1,652
2,435
65
413
184
526
596
Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third-party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. There were no outstanding borrowings under the third-party debt agreements of the joint ventures as of July 4, 2026 and December 31, 2025.
In the second quarter of 2025, the company sold an investment in certain equity securities for $100.0 million and recorded a gain on investments of $99.0 million. This investment was previously accounted for as equity securities without a readily determinable fair value.
Note E – Accounts Receivable
Accounts receivable, net, consists of the following:
Accounts receivable
28,148,707
19,882,783
Allowance for credit losses
(139,972)
(144,117)
Accounts receivable includes balances related to inventory purchased by the company on the request of and behalf of its customers as part of its Global Components supply chain services offerings. In these transactions, receivables are disproportionate to the fees the company recognizes as revenue for its services. The company generally carries corresponding accounts payable on its balance sheet with some differences due to timing of settlement.
The following table is a rollforward for the company’s allowance for credit losses:
Balance at beginning of period
144,117
116,445
Charged to income
13,626
8,737
Translation adjustments
(932)
4,362
Write-offs
(16,839)
(7,406)
Balance at end of period
139,972
122,138
The company monitors the current credit condition of its customers in estimating the expected credit losses and has not experienced significant changes in customers’ payment trends or significant deterioration in customers’ credit risk as of July 4, 2026.
EMEA Asset Securitization
The company has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region at a discount to a bankruptcy-remote special purpose entity, Arrow EMEA Funding Corp B.V., which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions (collectively, “Unaffiliated Financial Institutions”) on a monthly basis. The company may sell up to €600.0 million under the EMEA asset securitization program, which matures in December 2027, subject to extension in accordance with its terms. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.
Sales of accounts receivable to Unaffiliated Financial Institutions under the EMEA asset securitization program:
EMEA asset securitization, sales of accounts receivable
584,090
416,150
1,055,569
788,791
Receivables sold to Unaffiliated Financial Institutions under the program are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets, and cash receipts are reflected in the “Cash flows from operating activities” section of the consolidated statements of cash flows. The purchase price is paid in cash when the receivables are sold. Certain unsold receivables held by Arrow EMEA Funding Corp B.V. are pledged as collateral to Unaffiliated Financial Institutions. These unsold receivables are included in “Accounts receivable, net” on the company’s consolidated balance sheets.
The company continues servicing the receivables that were sold and in exchange receives a servicing fee under the program. The company does not record a servicing asset or liability on the company’s consolidated balance sheets as the company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
13
Other amounts related to the EMEA asset securitization program are set forth below:
Receivables sold to Unaffiliated Financial Institutions that were uncollected
465,091
379,017
Collateralized accounts receivable held by Arrow EMEA Funding Corp B.V.
803,515
591,304
Any accounts receivable held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of Arrow EMEA Funding Corp B.V. cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the Unaffiliated Financial Institutions under the program are limited to the assets it owns and there is no recourse to Arrow Electronics, Inc. for receivables that are uncollectible as a result of an account debtor’s insolvency or inability to pay.
The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of July 4, 2026, the company was in compliance with all such financial covenants.
Factoring
In the normal course of business, certain of the company’s subsidiaries have factoring agreements to sell, with limited or no recourse, selected trade accounts receivable to financial institutions and accounts for these transactions as sales of the related receivables. The receivables are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected in the “Cash flows from operating activities” section on the consolidated statements of cash flows. The company typically does not retain financial or legal interests in these receivables. Factoring fees for the sales of accounts receivables are included in “Interest and other financing expense, net” in the consolidated statements of operations. The company continues servicing the receivables that were sold.
Sales of trade accounts receivable under the company’s factoring programs:
Sales of accounts receivable under the factoring programs
259,713
389,614
490,343
552,365
Other amounts under the company’s factoring programs:
Receivables sold under the factoring programs that were uncollected
232,915
279,775
14
Note F – Supplier Finance Programs
At the request of certain of the company’s suppliers, the company has entered into agreements (“supplier finance programs”) with third-party finance providers, which facilitate the participating suppliers’ ability to sell their receivables from the company to the third-party financial institutions, at the sole discretion of the suppliers. For agreeing to participate in these programs, the company seeks to secure improved standard payment terms with its suppliers. The company is not involved in negotiating terms of the arrangements between its suppliers and the financial institutions and has no economic interest in a supplier’s decision to enter into these agreements or sell receivables from the company. The company’s rights and obligations to its suppliers, including amounts due, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the company agrees to make all payments to the third-party financial institutions, and the company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. As of July 4, 2026, and December 31, 2025, the company had $1.0 billion and $1.3 billion, respectively, in obligations outstanding under these programs included in “Accounts payable” on the company’s consolidated balance sheets and all activity related to the obligations is presented within operating activities on the consolidated statements of cash flows.
Note G – Debt
Short-term borrowings, including current portion of long-term debt, consist of the following:
7.50% senior debentures, due January 2027
110,389
Other short-term borrowings
7,150
The 7.50% senior debentures are not redeemable prior to their maturity.
The company maintains uncommitted lines of credit with financial institutions that provide for an aggregate borrowing capacity of approximately $160.0 million. Borrowings under these arrangements are subject to the discretion of the respective lenders, including the decision to extend, reduce or terminate credit at any time. During the first quarter of 2026, the aggregate borrowing capacity under these agreements was reduced from $560.0 million to $460.0 million, and during the second quarter of 2026, it was further reduced from $460.0 million to $160.0 million, reflecting changes in lender participation in these facilities.
There were no outstanding borrowings under these uncommitted lines of credit as of July 4, 2026, and December 31, 2025. Borrowings under these arrangements are generally short-term in nature, with maturity dates and interest rates determined at the time of borrowing. The company’s weighted-average effective interest rate on borrowings outstanding under these arrangements was 4.08% and 4.37% at July 4, 2026, and December 31, 2025, respectively.
The company has a commercial paper program, and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1.2 billion. Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. The company had no outstanding borrowings under this program at July 4, 2026, and December 31, 2025. The commercial paper program had a weighted-average effective interest rate of 4.04% and 4.26% at July 4, 2026 and December 31, 2025, respectively.
Long-term debt consists of the following:
Revolving credit facility
50,000
North American asset securitization program
970,000
110,348
3.875% notes, due 2028
498,843
498,480
5.15% notes, due 2029
496,628
496,142
2.95% notes, due 2032
496,417
496,131
5.875% notes, due 2034
495,659
495,430
Other obligations with various interest rates and due dates
15,494
18,184
The 7.50% senior debentures are not redeemable prior to their maturity. All other notes may be called at the option of the company subject to “make whole” clauses.
The estimated fair market value of long-term debt, using quoted market prices, is as follows:
114,000
494,500
496,500
504,500
511,500
444,000
447,500
514,000
522,500
The carrying amount of the company’s other short-term borrowings; 7.50% senior debentures, due January 2027; revolving credit facility; and other obligations approximate their fair value.
The company has a $2.0 billion revolving credit facility maturing in June 2030. The facility may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, acquisitions, and as support for the company’s commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or SOFR, plus a spread (1.08% at July 4, 2026), which is based on the company’s credit ratings, or an effective interest rate of 7.86% and 5.01% at July 4, 2026, and December 31, 2025, respectively. The facility fee, which is based on the company’s credit ratings, was 0.175% of the total borrowing capacity at July 4, 2026. The company had $50.0 million in outstanding borrowings under the revolving credit facility at July 4, 2026, and no outstanding borrowings at December 31, 2025.
The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $1.5 billion under the program which matures in September 2027. The program is conducted through AFC, a wholly-owned, bankruptcy-remote subsidiary. The North American asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate plus a spread (0.40% at July 4, 2026) and a credit spread adjustment of 0.10% or a weighted-average effective interest rate of 4.14% at July 4, 2026. The effective interest rate was 4.19% at December 31, 2025. The facility fee is 0.40% of the total borrowing capacity.
16
The company had no outstanding borrowings under the under the North American asset securitization program at July 4, 2026, and $970.0 million in outstanding borrowings at December 31, 2025, which was included in “Long-term debt” on the company’s consolidated balance sheets. Total collateralized accounts receivable of approximately $3.4 billion and $3.0 billion were held by AFC and were included in “Accounts receivable, net” on the company’s consolidated balance sheets at July 4, 2026, and December 31, 2025, respectively. Any accounts receivable held by AFC would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings of the company before repayment of any outstanding borrowings under the North American asset securitization program.
Both the revolving credit facility and North American asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of July 4, 2026, the company was in compliance with all such financial covenants.
In the second quarter of 2025, the company repaid $350.0 million principal amount of its 4.00% notes due April 2025.
Interest and dividend income of $26.2 million and $47.1 million for the second quarter and first six months of 2026, respectively, and $8.4 million and $18.5 million for the second quarter and first six months of 2025, respectively, were recorded in “Interest and other financing expense, net” within the company’s consolidated statements of operations. The increase for the second quarter and first six months of 2026, compared to the year-earlier periods was primarily due to higher cash balances within cash pooling accounts and interest income on outstanding tariff receivables collected during the period related to the Global Components supply chain services offerings.
Note H – Financial Instruments Measured at Fair Value
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2
Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
The following table presents assets measured at fair value on a recurring basis at July 4, 2026:
Balance Sheet Location
Cash equivalents (a)
17,099
Equity investments (b)
42,893
Foreign exchange contracts designated as net investment hedges
Other assets / other current assets
20,095
59,992
80,087
The following table presents assets measured at fair value on a recurring basis at December 31, 2025:
11,412
41,787
16,816
53,199
70,015
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to goodwill and identifiable intangible assets (refer to Note C “Goodwill and Intangible Assets”). The company tests these assets for impairment if indicators of potential impairment exist or at least annually if indefinite-lived.
Derivative Instruments
The company uses various financial instruments, including derivative instruments, for purposes other than trading. Certain derivative instruments are designated at inception as hedges and assessed for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are carried at fair value on the consolidated balance sheets with changes in fair value recognized in earnings.
Interest Rate Swaps
The company manages the risk of variability in interest rates of future expected debt issuances by entering into various forward-starting interest rate swaps, designated as cash flow hedges. Changes in fair value of interest rate swaps designated as cash flow hedges are recorded in the shareholders’ equity section in the company’s consolidated balance sheets in “Accumulated other comprehensive loss” and will be reclassified into income over the life of the anticipated debt issuance or in the period the hedged forecasted cash flows are deemed no longer probable to occur. Reclassified gains and losses are recorded within the line item “Interest and other financing expense, net” in the consolidated statements of operations. The fair value of interest rate swaps are estimated using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. There were no outstanding interest rate swaps as of July 4, 2026.
18
Foreign Exchange Contracts
The company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can differ from the currency used to purchase the product. The company’s primary exposures to such transactions are denominated primarily in the following currencies: Euro and Indian Rupee. The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales. The company also uses foreign exchange contracts to hedge its net investments in foreign operations against future changes in exchange rates. Except for the net investment hedges, the foreign exchange contracts generally have terms of no more than six months. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions. The fair value of the foreign exchange contracts is estimated using foreign currency spot rates and forward rates quotes by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at July 4, 2026, and December 31, 2025 was $1.4 billion and $1.1 billion, respectively.
Gains and losses related to non-designated foreign currency exchange contracts are recorded in “Cost of sales” on the company’s consolidated statements of operations. Gains and losses related to foreign currency exchange contracts designated as cash flow hedges are recorded in “Cost of sales,” “Selling, general, and administrative,” and “Interest and other financing expense, net” based upon the nature of the underlying hedged transaction, on the company’s consolidated statements of operations. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued, and were not material to the financial statements for the periods presented.
The following foreign exchange contracts were designated as net investment hedges, hedging a portion of the company’s net investments in subsidiaries with Euro-denominated net assets:
Notional Amount (thousands)
Maturity Date
July 4, 2026
December 31, 2025
January 2028
EUR
The change in the fair value of derivatives designated as net investment hedges is recorded in CTA within “Accumulated other comprehensive loss” on the company’s consolidated balance sheets. Upon discontinuation, all previously recognized amounts remain in CTA until the net investment is sold or liquidated. Amounts excluded from the assessment of hedge effectiveness are included in “Interest and other financing expense, net” on the company’s consolidated statements of operations.
During the second quarter of 2025, two foreign exchange contracts designated as net investment hedges matured and the company received $24.9 million, which is reported in the “Cash flows from investing activities” section of the consolidated statements of cash flows.
19
The effects of derivative instruments on the company’s consolidated statements of operations and other comprehensive income are as follows:
Income Statement Line
Gain recognized in Income
Foreign exchange contracts, net investment hedge (a)
Interest Expense
671
1,342
2,088
Interest rate swaps, cash flow hedge (b)
590
557
1,171
1,107
1,261
1,228
2,513
3,195
Gain (loss) Recognized in Other Comprehensive Income before reclassifications, net of tax
Foreign exchange contracts, net investment hedge (c)
409
(5,694)
2,492
(10,567)
The carrying amount of “Cash and cash equivalents”, “Accounts receivable, net”, and “Accounts payable” approximate their fair value due to the short maturities of these financial instruments.
Note I – Restructuring, Integration, and Other
The following table presents the components of the restructuring, integration, and other charges:
Restructuring, integration and related costs
Operating Expense Efficiency Plan costs (a)
18,326
19,946
49,411
28,631
Other plans
2,962
582
5,053
1,883
Other expenses
Operating expense reduction costs not related to restructuring initiatives (b)
(49)
(1,821)
491
1,928
Other charges
2,900
3,212
5,848
6,790
Operating Expense Efficiency Plan
On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”), which was substantially complete as of July 4, 2026. For more details on the Plan, refer to Part II, Item 8 - Note 9 “Restructuring, Integration and Other” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The following table presents the costs related to the Operating Expense Efficiency Plan:
Total Cost
Incurred to
Date
Employee severance and benefit costs
4,062
12,659
16,305
19,413
101,310
Inventory (recoveries) write-downs
(2,970)
(2,172)
(5,218)
(4,639)
34,860
Business wind down costs (a)
14,264
-
27,475
Other costs (b)
7,287
10,276
9,218
36,987
15,356
17,774
44,193
23,992
200,632
The following table presents the activity in the restructuring, integration, and other accruals related to the Operating Expense Efficiency Plan:
Employee Severance and Benefit Costs
Inventory Recoveries
Business Wind Down Costs
Other Costs
51,247
5,227
56,474
Restructuring related charges
Asset write-offs and other non-cash activity
(22,830)
Cash (payments) receipts
(34,626)
5,218
(15,294)
(44,702)
Foreign currency translations
(1,213)
(55)
(1,268)
31,713
154
31,867
Substantially all amounts accrued at July 4, 2026 related to the Operating Expense Efficiency Plan are expected to be paid in cash within two years.
Note J – Net Income per Share
Basic net income per share is computed by dividing net income attributable to shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of equity awards is calculated using the treasury stock method.
The following table presents the computation of net income per share on a basic and diluted basis:
(thousands except per share data)
Weighted-average shares outstanding - basic
Net effect of dilutive stock-based compensation awards
561
486
473
447
Weighted-average shares outstanding - diluted
Diluted (a)
(a) Equity awards excluded from diluted net income per share as their effect would have been anti-dilutive
85
103
57
Note K – Shareholders’ Equity
Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in Accumulated other comprehensive income (loss), excluding noncontrolling interests:
Foreign Currency Translation Adjustment and Other:
Other comprehensive income (loss) before reclassifications (a)
1,170
261,734
(68,360)
392,350
Amounts reclassified into income
15,561
3,173
24,570
3,374
Gain (loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:
Other comprehensive income (loss) before reclassifications (b)
(509)
(510)
(1,019)
(1,589)
Loss on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
Post-retirement Expense Items, Net:
Net change in Accumulated other comprehensive income (loss)
(43,396)
382,016
Common Stock Outstanding Activity
The following tables set forth the activity in the number of shares outstanding:
Issued
Outstanding
Common stock outstanding at December 31, 2025
4,768
51,070
(57)
226
212
(212)
Common stock outstanding at April 4, 2026
4,923
51,084
(3)
90
199
(199)
Common stock outstanding at July 4, 2026
5,119
50,975
Common stock outstanding at December 31, 2024
3,420
52,172
(28)
223
528
(528)
Common stock outstanding at March 29, 2025
3,920
(23)
51
417
(417)
Common stock outstanding at June 28, 2025
4,314
51,501
Share Repurchase Program
Effective May 12, 2026, the Board of Directors replaced the company’s previous share repurchase program that was authorized in January 2023 (“January 2023 program”) with a new share repurchase program (“May 2026 program”) pursuant to which Arrow may purchase an aggregate value of shares up to, but not to exceed, $1.0 billion, inclusive of any fees, commissions, taxes, or other expenses related to such repurchases, and with no expiration date.
The following table shows the company’s share repurchase program as of July 4, 2026:
Approximate
Dollar Value of
Dollar Value
Shares that May
Approved for
Shares
Yet be Purchased
Share Repurchase Details by Month of Board Approval (thousands)
Repurchase
Repurchased
Under the Program
January 2023
1,000,000
852,113
May 2026
43,065
956,935
In the second quarter of 2026, under the May 2026 program, the company repurchased 0.2 million shares of its common stock for $42.8 million, excluding excise taxes. During the first six months of 2026, under the January 2023 program, the company repurchased 0.2 million shares of its common stock for $25.0 million and under the May 2026 program, the company repurchased 0.2 million shares of its common stock for $42.8 million, excluding excise taxes.
23
The company accrued $0.3 million of excise tax, during the first six months of 2026, which is recorded within “Treasury stock” on the company’s consolidated balance sheets and reduces the share repurchase authorization, as the excise tax is a part of the overall cost of acquiring treasury shares.
Note L – Contingencies
Environmental Matters
The company has accrued liabilities of $24.2 million for ongoing environmental remediation efforts at sites in Huntsville, Alabama (the “Huntsville site”) and Norco, California (the “Norco site”) at which contaminated soil and groundwater was identified. The contamination, which ended prior to 2000, related to activities of certain subsidiaries before they were acquired by Arrow. Remediation efforts began in 2015 and 2003 at the Huntsville site and Norco site, respectively, and are progressing under action plans monitored by local environmental agencies.
Costs are recorded for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental liabilities are included in “Accrued expenses” and “Other liabilities” on the company’s consolidated balance sheets. The company has determined that there is no amount within the environmental liability ranges discussed below that is a better estimate than any other amount, and therefore has recorded the accruals at the minimum amount of the ranges. The liabilities were estimated based on current costs and are not discounted. Environmental costs related to these matters include remediation, project management, regulatory oversight, and investigative and feasibility study activities.
To date, the company has spent approximately $9.7 million and $90.7 million related to environmental costs at the Huntsville site and the Norco site, respectively. The subsequent environmental costs are estimated to be between $4.7 million and $16.4 million at the Huntsville site and between $19.5 million and $36.9 million at the Norco site.
The company expects the liabilities associated with such ongoing remediation to be resolved over an extended period of time, with current estimates extending beyond 2040. The accruals for environmental liabilities are adjusted periodically as facts and circumstances change, assessment and remediation efforts progress, or as additional technical or legal information becomes available. Environmental liabilities are difficult to assess and estimate due to various unknown factors such as the timing, extent, and the efficacy of remediation, improvements in remediation technologies, orders by administrative agencies, and the extent to which environmental laws and regulations may change in the future.
To date, the company has recovered approximately $157.4 million from certain insurance carriers and other responsible parties related to environmental clean-up matters at these sites and continues to pursue additional recoveries from one insurer related solely to the Huntsville site. The company has not recorded a receivable for any potential future insurance recoveries.
It is reasonably possible that the company will need to adjust the liabilities noted above to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing, or duration of the required actions. Future changes in estimates of the costs, timing, or duration of the required actions could have a material adverse effect on the company’s consolidated financial position, results of operations, or cash flows.
From time to time, in the normal course of business, the company may become liable with respect to other pending and threatened litigation, environmental, regulatory, labor, product, intellectual property, and tax matters. While such matters are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company’s consolidated financial position, liquidity, or results of operations.
Note M – Segment and Geographic Information
The company is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company organizes its operations by geographic region and global business lines. The company’s operating segments reflect the way the chief executive officer (CODM as defined in ASC 280, Segment Reporting) reviews financial information, makes operating decisions and assesses business performance. In identifying operating segments, the company also considers its annual budgeting and forecasting process, management reporting structure, the basis on which management compensation is determined, information presented to the Board of Directors, and similarities such as the nature of products, technology and other shared resources, and customer base. The company concluded that identifying operating segments by major geographic region within each of the company’s major businesses was consistent with the objectives of ASC 280 and it has aggregated geographic operating segments within Global Components and Global ECS based on similar characteristics including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers.
Global Components, enabled by a comprehensive range of value-added capabilities and services, markets and distributes electronic components to OEMs and EMS providers. Global ECS is a leading provider of comprehensive computing solutions and value-added services. Global ECS brings broad market access, extensive supplier relationships, scale, and value-added solutions to help its VARs and MSPs meet the needs of their end-users through a portfolio that includes datacenter, cloud, security, and analytics solutions.
The CODM evaluates the performance of both segments based on operating income, as well as monitors the components of operating income including sales, gross profit, and operating expenses. This information is used to monitor segment profitability, allocate resources, and make budgeting and forecasting decisions about the segments. The CODM also uses these measures to monitor trends in year-over-year performance comparisons, sequential quarter performance comparisons, and comparisons of actual results to forecasts. More disaggregated information about operating expense is generally only reviewed by the CODM on a consolidated basis.
As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, operating income for the segments excludes unallocated corporate overhead costs, depreciation on corporate fixed assets, and restructuring, integration, and other costs, as they are not attributable to the individual segments and are included in the corporate line item.
Sales, by segment by geographic area, are as follows:
Sales:
Components:
Americas
2,454,521
1,707,522
4,766,668
3,276,092
1,938,784
1,426,944
3,703,963
2,766,945
Asia/Pacific
2,972,320
2,150,432
5,535,329
4,019,583
7,365,625
5,284,898
14,005,960
10,062,620
ECS:
1,135,513
1,052,785
2,320,563
1,962,688
1,491,099
1,242,264
3,139,262
2,368,656
2,626,612
2,295,049
5,459,825
4,331,344
Sales by country are as follows:
China and Hong Kong
1,353,662
1,090,699
2,525,448
2,016,591
Germany
1,009,491
793,022
2,029,453
1,510,354
4,175,489
3,079,871
8,157,993
5,939,222
Total foreign
6,538,642
4,963,592
12,712,894
9,466,167
United States
3,453,595
2,616,355
6,752,891
4,927,797
26
Results of operations by segment are as follows:
6,509,122
2,357,906
Gross profit (a)
856,503
268,706
Gross profit margin
11.6
%
10.2
11.3
Segment operating expenses (b)
460,228
183,331
643,559
Segment operating income (a) (c)
396,275
85,375
481,650
Segment operating income margin
5.4
3.3
4.8
Reconciliation of segment operating income
Corporate operating expenses (d)
(104,317)
Consolidated operating income
Consolidated income before taxes
June 28, 2025
4,693,444
2,037,846
591,454
257,203
11.2
404,646
160,234
564,880
Segment operating income (c)
186,808
96,969
283,777
3.5
4.2
3.7
(93,191)
Equity in losses of affiliated companies
27
12,342,709
4,907,407
1,663,251
552,418
11.9
10.1
11.4
903,457
363,305
1,266,762
759,794
189,113
948,907
4.9
(209,972)
8,916,221
3,855,094
1,146,399
476,250
11.0
788,206
301,967
1,090,173
358,193
174,283
532,476
3.6
4.0
(183,337)
Total assets, by segment, are as follows:
Total assets:
31,725,350
21,222,941
6,173,437
7,355,089
Total segment assets
37,898,787
28,578,030
Other assets (a)
477,894
500,108
Consolidated assets
Long-lived assets by country are as follows:
Long-lived assets:
France
102,421
100,493
Netherlands
72,398
79,339
222,017
233,740
396,836
413,572
296,270
309,901
693,106
723,473
29
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Information Relating to Forward-Looking Statements
This report includes “forward-looking statements,” as the term is defined under the federal securities laws. Forward-looking statements are those statements which are not statements of historical or current fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “would,” “could,” “believes,” “seeks,” “projected,” “potential,” “estimates,” and similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions or changes, including those that may occur in connection with recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; impacts of military conflict and sanctions; political instability and changes; trade protection measures, tariffs, increased trade tensions, trade agreements and policies, and other restrictions, duties, and value-added taxes, and the associated macroeconomic impacts; disruptions, shortages, or inefficiencies in the supply chain; non-compliance with certain laws, regulations, or executive orders, such as trade, export, antitrust, and anti-corruption laws, or regulatory restrictions relating to the company or its subsidiaries or the permissibility of third parties to transact therewith; the inability to realize sufficient sales to cover non-cancellable purchase obligations under certain ECS distribution agreements; changes in relationships with key suppliers; management transitions, including the company’s search for a permanent CEO; changes in product supply, pricing, and customer demand; increased profit-margin pressure resulting from industry conditions, competition, or other factors; other vagaries in the Global Components and the Global ECS markets; changes to applicable laws, regulations, executive orders, or rules relating to government contractors and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues; commercial disputes, patent infringement claims, product liability lawsuits, or other legal proceedings; foreign tax and other loss contingencies; failure, disruption, or compromise of the company’s information systems or those of a third-party service provider, including unauthorized use or disclosure of company, supplier, or customer information; outbreaks, epidemics, pandemics, or public health crises; the effects of natural or man-made catastrophic events; and the company’s ability to generate positive cash flow. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the company’s most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.
Certain Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with GAAP, the company also discloses certain non-GAAP financial information in the sections below captioned “Sales by Reportable Segment,” “Gross Profit,” “Operating Expenses,” “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders.” Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures. Non-GAAP financial information includes the following:
Management believes that providing this additional information is useful to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short-term and long-term operating plans, and to evaluate the company’s financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. For a discussion of what is included within “Restructuring, integration, and other” and “Gain on investments, net” refer to the similarly captioned sections of these items below.
Key Business Metrics
Management uses gross billings as an operational metric to monitor the operating performance of Global ECS, including performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the Global ECS business. The company uses this key metric to develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. Gross billings represent amounts invoiced to customers for goods and services during a specified period and does not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. Refer to Note 1 - “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion of the company’s revenue recognition policies. The use of gross billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue.
Overview
The company sources and engineers technology for thousands of leading manufacturers, services providers, and users of enterprise computing solutions. The company has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. The company’s revenues originate primarily from the sales of semiconductor products, IP&E components, and IT hardware and software. Equipped with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and helps its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronic components and IT content portfolios to enhance value and market opportunities for stakeholders.
The company has two reportable segments, Global Components and Global ECS. Global Components, enabled by an extensive portfolio of value-added capabilities and services, markets and distributes electronic components primarily to OEMs and EMS providers. Global ECS is a leading value-added provider of comprehensive computing solutions and services. Its portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS offers broad market access, extensive supplier relationships, scale, and value-added solutions to enable its VARs and MSPs to meet the needs of their end-users. For the second quarter of 2026, approximately 74% and 26% of the company’s sales were from Global Components and Global ECS, respectively.
31
The company’s strategic initiatives include:
Global Components:
Global ECS:
Executive Summary
(millions except per share data)
Change
Consolidated sales
9,992
7,580
31.8
19,466
14,394
35.2
Global Components sales
7,366
5,285
39.4
14,006
10,063
39.2
Global ECS sales
2,627
2,295
14.4
5,460
4,331
26.1
bps
Non-GAAP gross profit margin
flat
377
191
98.0
739
349
111.6
Operating income margin
3.8
2.5
130
2.4
140
Non-GAAP operating income
403
215
87.2
804
394
104.0
Non-GAAP operating income margin
2.8
120
4.1
2.7
273
188
45.3
508
267
89.9
Earnings per share attributable to shareholders - diluted
46.5
92.7
Non-GAAP net income attributable to shareholders
283
127
121.8
552
222
148.7
Non-GAAP earnings per share attributable to shareholders - diluted
5.45
2.43
124.3
10.67
4.23
152.2
The sum of sales by reportable segments may not agree to consolidated sales, as presented, due to rounding.
During the second quarter and first six months of 2026, compared to the year-earlier periods, changes in foreign currencies increased sales by approximately $93.5 million, and $367.0 million, respectively, and increased operating income by $4.0 million and $10.9 million, respectively. During the second quarter and first six months of 2026, changes in foreign currencies increased earnings per share on a diluted basis by $0.09 and $0.16, respectively, compared to the year-earlier periods.
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Business environment and other trends:
Results of Operations
Sales by Reportable Segment
Following is an analysis of the company’s sales by reportable segment:
(millions)
Consolidated sales, as reported
Impact of changes in foreign currencies
93
367
Non-GAAP consolidated sales
7,673
30.2
14,761
31.9
Global Components sales, as reported
59
214
Non-GAAP Global Components sales
5,344
37.8
36.3
Global ECS sales, as reported
35
153
Non-GAAP Global ECS sales
2,330
12.7
4,485
21.7
The sum of the components for sales, as reported, and sales on a non-GAAP basis may not agree to totals, as presented, due to rounding.
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Reportable Segment Sales by Geographic Region
Following is an analysis of the company’s reportable segment sales by geographic region:
% of Sales
Americas Components sales
2,455
24.6
1,708
22.5
43.7
4,767
24.5
3,276
22.8
45.5
EMEA Components sales
1,939
19.4
1,427
18.8
35.9
3,704
19.0
2,767
19.3
33.9
Asia/Pacific Components sales
2,972
29.7
2,150
28.4
38.2
5,535
4,020
27.8
37.7
73.7
69.7
72.0
69.9
Americas ECS sales
1,136
1,053
13.9
7.9
2,321
1,963
13.6
18.2
EMEA ECS sales
1,491
14.9
1,242
16.4
20.0
3,139
16.1
2,369
16.5
32.5
26.3
30.3
28.0
30.1
100.0
The sum of the components for sales by geographic region and consolidated sales may not agree to totals, as presented, due to rounding.
The increase in Global Components sales for the second quarter and first six months of 2026, compared to the year-earlier periods, was primarily due to increased demand related to sustained market strength and AI related growth, most notably in the following verticals:
The increase in Global ECS sales for the second quarter and first six months of 2026, compared to the year-earlier periods, was primarily attributable to growth across most major technologies, most notably, cloud-based solutions, infrastructure software, and compute. Additionally, as a result of the timing of the quarter end, the first six months of 2026 included three extra shipping days compared to the first six months of 2025, which increased Global ECS sales.
The increase in consolidated sales for the second quarter and first six months of 2026, compared to the year-earlier periods was also impacted by changes in foreign currencies relative to the U.S. dollar.
Gross Billings
Following is an analysis of gross billings by geographic region for Global ECS:
Americas ECS gross billings
2,693
2,544
5.9
5,653
4,851
EMEA ECS gross billings
3,163
2,596
21.8
6,637
4,927
34.7
Global ECS gross billings
5,856
5,140
12,290
9,778
25.7
The sum of the components for Global ECS gross billings may not agree to totals, as presented, due to rounding.
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Gross Profit
Following is an analysis of the company’s gross profit by reportable segment:
Consolidated gross profit, as reported
1,125
849
32.6
2,216
1,623
36.5
Impact of wind down to inventory
(2)
(5)
Non-GAAP consolidated gross profit
1,122
858
30.7
2,210
1,662
33.0
Consolidated gross profit as a percentage of sales, as reported
Non-GAAP consolidated gross profit as a percentage of sales
Global Components gross profit, as reported
857
591
44.8
1,663
1,146
45.1
(4)
Non-GAAP Global Components gross profit
854
597
42.9
1,658
1,167
42.0
Global Components gross profit as a percentage of sales, as reported
40
50
Non-GAAP Global Components gross profit as a percentage of sales
11.8
Global ECS gross profit, as reported
269
257
4.5
476
16.0
Non-GAAP Global ECS gross profit
261
2.9
495
Global ECS gross profit as a percentage of sales, as reported
(90)
Non-GAAP Global ECS gross profit as a percentage of sales
The sum of the components for non-GAAP gross profit may not agree to totals, as presented, due to rounding.
Global Components gross profit margins increased during the second quarter and first six months of 2026, compared with the year-earlier periods, driven by favorable product and value-added services mix as a result of changes in sales discussed above.
Global ECS gross profit margins decreased during the second quarter and first six months of 2026, compared with the year-earlier periods, primarily due to $26.6 million and $48.3 million, respectively, in losses related to underperformance of certain non-cancellable multi-year purchase obligations.
Operating Expenses
Following is an analysis of the company’s operating expenses as of:
Consolidated operating expenses, as reported
748
658
1,477
1,274
Identifiable intangible asset amortization
(10)
(24)
(22)
(61)
(39)
Non-GAAP consolidated operating expenses
719
639
12.6
1,406
1,256
12.0
Consolidated operating expenses as a percentage of sales
7.5
8.7
(120)
7.6
8.8
Non-GAAP consolidated operating expenses as a percentage of non-GAAP sales
7.2
8.3
(110)
8.5
(130)
Global Components operating expenses, as reported
460
405
13.7
903
788
14.6
(8)
Non-GAAP Global Components operating expenses
456
896
799
12.1
Global Components operating expenses as a percentage of sales
6.2
7.7
6.5
7.8
Non-GAAP Global Components operating expenses as a percentage of non-GAAP sales
(140)
6.4
Global ECS operating expenses, as reported
183
160
363
302
20.3
(1)
Non-GAAP Global ECS operating expenses
182
162
361
312
15.7
Global ECS operating expenses as a percentage of sales
7.0
6.7
(30)
Non-GAAP Global ECS operating expenses as a percentage of non-GAAP sales
6.9
6.6
(40)
Corporate operating expenses, as reported
104
210
14.5
Non-GAAP corporate operating expenses
80
71
12.5
149
The sum of the components for non-GAAP operating expenses may not agree to totals, as presented, due to rounding.
During the second quarter and first six months of 2026, compared to the year-earlier periods:
During the first six months of 2026, compared to the year-earlier period, corporate operating expenses also increased due to an increase in restructuring, integration and other charges (see discussion below), partially offset by timing of stock-based compensation expense mainly due to certain awards granted in the current year.
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Restructuring, Integration, and Other
Restructuring initiatives and integration costs are due to the company’s continued efforts to lower costs, drive operational efficiency, and consolidate certain operations, as necessary. The company recorded restructuring, integration, and other charges as follows:
1
61
39
The sum of the components for restructuring, integration, and other may not agree to totals, as presented, due to rounding.
On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”), which was substantially complete as of July 4, 2026. Under the Plan, the company incurred pre-tax restructuring charges of approximately $200.0 million and is on target to reduce annual operating expenses by approximately $90.0 million to $100.0 million by the end of fiscal year 2026. The company is reinvesting a portion of these savings into various strategic initiatives as well as variable costs to support sales growth. For more details on the Plan, refer to Part II, Item 8 - Note 9 “Restructuring, Integration and Other” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Operating Income
Following is an analysis of the company’s operating income by reportable segment:
Consolidated operating income, as reported
Non-GAAP consolidated operating income
Consolidated operating income as a percentage of sales
Non-GAAP consolidated operating income as a percentage of sales
Global Components operating income, as reported
396
187
112.1
760
358
Non-GAAP Global Components operating income
397
189
110.4
762
362
110.5
Global Components operating income as a percentage of sales
190
180
Non-GAAP Global Components operating income as a percentage of sales
Global ECS operating income, as reported
97
(12.0)
174
Non-GAAP Global ECS operating income
86
98
(11.8)
176
8.4
Global ECS operating income as a percentage of sales
(50)
Non-GAAP Global ECS operating income as a percentage of sales
4.3
(60)
The sum of the components for non-GAAP operating income may not agree to totals, as presented, due to rounding.
The sum of the components of consolidated operating income do not agree to totals, as presented, because unallocated corporate amounts are not included in the table above. Refer to Note M “Segment and Geographic Information” of the Notes to the Consolidated Financial Statements for further discussion.
The increase in consolidated operating income as a percentage of sales for the second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to the changes in sales and gross profit margins discussed above.
Gain on Investments, Net
The decrease in gain on investments for the second quarter and first six months of 2026 is primarily related to a $99.0 million gain on the sale of an investment in certain equity securities during the second quarter of 2025. Refer to Note D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements.
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Interest and Other Financing Expense, Net
The company recorded net interest and other financing expense as follows:
(37)
(86)
(116)
The decrease in interest and other financing expenses, net for the second quarter and first six months of 2026 compared to the year-earlier periods, is primarily related to lower average daily borrowings, reduced interest cost as a result of additional cash within cash pooling accounts, and interest income on outstanding tariff receivables collected during the period related to the Global Components supply chain services offerings. Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings.
Income Tax
Income taxes for the interim periods presented have been included in the accompanying consolidated financial statements on the basis of an estimated annual effective tax rate. The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws, and changes resulting from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the company’s projections and assumptions are inherently uncertain, therefore, actual results could differ from projections.
Following is an analysis of the company’s consolidated effective income tax rate:
Effective income tax rate
22.7
19.7
22.9
20.6
0.1
0.4
0.6
0.5
(2.8)
(1.2)
(0.1)
Non-GAAP effective income tax rate
23.0
17.6
The sum of the components for non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.
The year-over-year change in the effective tax rate for the second quarter and first six months of 2026 was primarily driven by a shift in jurisdictional mix of earnings, the impact of foreign currency exchange rate fluctuations in certain locations, and adjustments to reserves for uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, significantly amending U.S. federal tax law, including changes to international tax provisions, expensing of research and experimental expenditures, depreciation, and interest deduction rules. The OBBBA has not had a material impact on the company’s effective tax rate.
Net Income Attributable to Shareholders
Following is an analysis of the company’s consolidated net income attributable to shareholders:
Net income attributable to shareholders, as reported
Identifiable intangible asset amortization*
Loss (gain) on investments, net
(12)
(104)
(6)
Tax effect of adjustments above
(14)
553
The sum of the components for non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding.
* For the second quarter and first six months of 2025, identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interests.
The increase in net income attributable to shareholders in the second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to changes in sales, gross profit, and interest and other financing expense, net, partially offset by the decrease in gain on investments, net discussed above.
Liquidity and Capital Resources
Management believes that the company’s current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization programs, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the next 12 months and the foreseeable future. The company’s current committed and undrawn liquidity stands at approximately $3.5 billion in addition to $244.6 million of cash on hand at July 4, 2026. The company also may issue debt or equity securities in the future, and management believes the company will have adequate access to the capital markets, if needed. The company continually evaluates its liquidity requirements and may seek to amend its existing borrowing capacity or access the financial markets as deemed necessary.
The company’s principal sources of liquidity are existing cash and cash equivalents, cash generated from operations, and cash provided by its revolving credit facilities and debt. The company’s principal uses of liquidity include cash used in operations, investments to grow working capital, scheduled interest and principal payments on its borrowings, and the return of cash to shareholders through share repurchases.
The following table presents selected financial information related to liquidity:
Working capital
6,840
7,437
(597)
245
306
Short-term debt
118
2,053
3,085
(1,032)
Working Capital
The company maintains a significant investment in working capital, which the company defines as accounts receivable, net, plus inventories less accounts payable. The decrease in working capital during the first six months of 2026 was primarily attributable to the timing of settlements, most notably within the Global Components supply chain services offerings. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements. The decrease in working capital is partially offset by higher inventory purchases to support future sales growth.
Working capital as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 17.1% for the second quarter of 2026, compared to 22.5% in the year-earlier period. The decrease in working capital as a percentage of sales was primarily due to increased sales.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less. At July 4, 2026, and December 31, 2025, the company had cash and cash equivalents of $244.6 million and $306.5 million, respectively, of which $214.2 million and $241.6 million, respectively, were held outside the United States.
The company has $6.0 billion of undistributed earnings of its foreign subsidiaries which it deems indefinitely reinvested, and recognizes that it may be subject to additional foreign taxes and U.S. state income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings. The company also has $2.2 billion of foreign earnings that are not deemed permanently reinvested and are available for distribution in future periods as of July 4, 2026.
Revolving Credit Facilities and Debt
The following tables summarize the company’s credit facilities:
Outstanding Borrowings
Borrowing
Capacity
1,500
970
2,000
Commercial paper program (a)
1,200
Uncommitted lines of credit
Average Daily Balance Outstanding
Effective Interest Rate
564
701
4.14
4.83
7.86
5.43
Commercial paper program
178
390
4.04
4.74
4.08
4.82
The company also has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region. Receivables sold under the program are excluded from “Accounts receivable, net” and no corresponding liability is recorded on the company’s consolidated balance sheets. During the first six months of 2026 and 2025, the average daily balance outstanding under the EMEA asset securitization program was $393.4 million and $321.7 million, respectively. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements for further discussion.
The following table summarizes recent events impacting the company’s capital resources:
Activity
Notional Amount
Decrease in Capacity
June 2026
300
February 2026
100
4.00% notes, due April 2025
Repaid
April 2025
350
Refer to Note G “Debt” of the Notes to the Consolidated Financial Statements for further discussion of the company’s short-term and long-term debt and available financing.
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Cash Flows
The following table summarizes the company’s cash flows by category for the periods presented:
1,018
146
872
(53)
81
(134)
(981)
(416)
(565)
Cash Flows from Operating Activities
The net amount of cash provided by the company’s operating activities during the first six months of 2026 and 2025 was $1.0 billion and $145.8 million, respectively. The change in cash provided by operating activities during 2026, compared to the year-earlier period, relates primarily to timing of settlements, most notably within the Global Components supply chain services offerings, and increase in income from operations, partially offset by higher inventory purchases to support future sales growth. The fluctuations in both “Accounts receivable, net” and “Accounts payable” are primarily related to the Global Components supply chain services offerings and are typically correlated as the company acts as an intermediary in the transaction and remits payments to the supplier upon receipt from the customer. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements.
Cash Flows from Investing Activities
The net amount of cash used for investing activities for the first six months of 2026 was $53.2 million, and the cash provided by investing activities for the first six months of 2025 was $81.3 million. The change in cash flows from investing activities related primarily to proceeds from the sale of an investment in certain equity securities (Refer to Note D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements) and proceeds from the settlement of net investment hedges (Refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements) in the second quarter of 2025.
Cash Flows from Financing Activities
The net amount of cash used for financing activities during the first six months of 2026 and 2025 was $980.8 million and $415.9 million, respectively. The change in cash used for financing activities relates primarily to an increase in repayments of long-term bank borrowings, net partially offset by a decrease in short-term borrowings in 2026.
Capital Expenditures
Capital expenditures for the first six months of 2026 and 2025 were $53.2 million and $43.6 million, respectively, and the company expects capital expenditures to be approximately $100.0 million for fiscal year 2026. The company's capital expenditures primarily relate to enhancements in internally developed software, mainly ArrowSphere, the company's marketplace and management platform, as well as improvements of the company's facilities and warehouses. Refer to discussion of the company’s policy on software development costs in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Effective May 12, 2026, the Board of Directors replaced the company’s previous share repurchase program that was authorized in January 2023 (“January 2023 program”) with a new share repurchase program (“May 2026 program”)
42
pursuant to which Arrow may purchase an aggregate value of shares up to, but not to exceed, $1.0 billion, inclusive of any fees, commissions, taxes, or other expenses related to such repurchases, and with no expiration date.
During the first six months of 2026, under the January 2023 program, the company repurchased 0.2 million shares of its common stock for $25.0 million, excluding excise taxes, and under the May 2026 program, the company repurchased 0.2 million shares of its common stock for $42.8 million, excluding excise taxes. During the first six months of 2025, under the January 2023 program, the company repurchased 0.9 million shares of its common stock for $99.9 million, excluding excise taxes.
As of July 4, 2026, approximately $956.9 million remained available for repurchase under the May 2026 program.
The pace of the repurchase activity will depend on factors such as the company’s working capital needs, cash requirements for acquisitions, debt repayment obligations or repurchases of debt, share price, and economic and market conditions. The share repurchase program may be accelerated, suspended, delayed, or discontinued at any time subject to the approval of the company’s Board of Directors.
Contractual Obligations
The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, operating leases, and other sources and uses of capital that are summarized in the sections titled “Contractual Obligations” and “Additional Capital Requirements and Sources” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Refer to the section above titled “Revolving Credit Facilities and Debt” for updates to the company’s short-term and long-term debt obligations. Refer to the section above titled “Restructuring, Integration, and Other” for updates related to discussion of planned restructuring costs. Refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to Consolidated Financial Statements for further discussion on hedging activities.
As of July 4, 2026, the company had purchase obligations of $30.3 billion, which represent an estimate of non-cancellable inventory purchase orders, future payments under IT distribution arrangements, and other contractual obligations related to information technology and facilities with $13.7 billion expected to be paid in the remaining six months of 2026, $5.9 billion in 2027, $2.9 billion in 2028, $2.1 billion in 2029, $1.5 billion in 2030, and $4.2 billion in 2031 and thereafter. Some of these purchase obligations relate to sales where the company acts as an agent in the transaction. Refer to discussion of the company’s revenue recognition policy in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
With the exception of the item noted above, there were no other material changes to “Contractual Obligations” and “Additional Capital Requirements and Sources” of the company as of July 4, 2026.
Critical Accounting Estimates
The company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the company to make significant estimates and judgments that have had or are reasonably likely to have a material impact on the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The company has established detailed policies and control procedures intended to ensure the appropriateness of such estimates and assumptions and their consistent application from period to period. The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no significant changes to the company’s critical accounting estimates for the six months ended July 4, 2026. For more information, refer to the section titled “Critical Accounting Estimates” in Part II, Item 7, Management’s
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Discussion and Analysis of Financial Condition and Results of Operations, in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Impact of Recently Issued Accounting Standards
See Note B “Impact of Recently Issued Accounting Standards” of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company’s consolidated financial position and results of operations.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
During the six months ended July 4, 2026, there were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Part II, Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The company’s management, under the supervision and with the participation of the company’s Interim Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of July 4, 2026 (the “Evaluation”). Based upon the Evaluation, the company’s Interim Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) were effective as of July 4, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in the company’s internal control over financial reporting during the company’s most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The information set forth under the heading “Environmental Matters” in Note L “Contingencies” in the Notes to Consolidated Financial Statements in Item 1 Part I of this Report, is incorporated herein by reference.
Item 1A. Risk FactorsThere have been no material changes to the company’s risk factors from those discussed in Part I, Item 1A - Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The following table shows the share repurchase activity for the quarter ended July 4, 2026:
Total Number of
Purchased as
Yet be
Number of
Average
Part of Publicly
Purchased
Price Paid
Announced
Under the
(thousands except share and per share data)
per Share
Program
Programs (a) (b)
April 5 through May 2, 2026
May 3 through May 30, 2026
62,622
214.38
986,575
May 31 through July 4, 2026
133,235
220.44
195,857
Item 5.Other Information
Trading Arrangements
During the quarter ended July 4, 2026, none of the company’s directors or officers adopted, amended, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
Item 6.Exhibits
Exhibit
Number
3(a)
Restated Certificate of Incorporation of Arrow Electronics, Inc., effective as of May 13, 2026 (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on May 13, 2026).
3(b)
Arrow Electronics, Inc. Amended and Restated By-laws, as amended through May 12, 2026 (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K filed on May 13, 2026).
31(i)(A)*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(i)(B)*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(i)**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(ii)**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
: Filed herewith.
**
: Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
August 6, 2026
By:
/s/ Rajesh K. Agrawal
Rajesh K. Agrawal
Senior Vice President, Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
/s/ Brandon Brewbaker
Brandon Brewbaker
Vice President, Corporate FP&A and Chief Accounting Officer