Form 8-K ARROW ELECTRONICS, INC. For: Sep 02
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number,
including area code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of the exchange
on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment of North American Asset Securitization Facility
On September 2, 2026, Arrow Electronics, Inc. (“Arrow”) entered into Amendment No. 36 (the “Amendment”) to that certain Transfer and Administration Agreement dated as of March 21, 2001, which governs Arrow’s existing domestic accounts-receivable securitization facility (the “North American Asset Securitization Facility”). Among other things, the Amendment modifies the North American Asset Securitization Facility by: (i) extending the maturity date from September 10, 2027, to September 2, 2029; (ii) increasing the facility limit from $1.5 billion to $1.75 billion; (iii) adding a step-up provision temporarily raising the maximum permitted leverage ratio in the event of certain material acquisitions; and (iv) modifying certain definitions and conditions. The following banks are participating in the North American Asset Securitization Facility: Bank of America, National Association; PNC Bank, National Association; Truist Bank; Wells Fargo Bank, N.A.; Mizuho Bank, Ltd.; and Sumitomo Mitsui Banking Corporation.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth in Item 1.01 above are incorporated herein by reference in their entirety.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 10.1 | Amendment No. 36, dated as of September 2, 2026, to the Transfer and Administration Agreement dated March 21, 2001. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| ARROW ELECTRONICS, INC. | ||
| Date: September 4, 2026 | By: | /s/ Carine Jean-Claude |
| Name: | Carine L. Jean-Claude | |
| Title: | Senior Vice President, Chief Legal and Compliance Officer and Secretary | |
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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