Material Agreement - Form 8-K

Offering of the Notes

On April 10, 2024, Arrow Electronics, Inc. (the "Company") issued and sold $500,000,000 in aggregate principal amount of its 5.875% notes due 2034 (the "Notes") in a registered public offering pursuant to an effective Registration Statement on Form S-3 (File No. 333-277564) (the "Registration Statement") filed with the Securities and Exchange Commission.

Indenture

The Notes were issued pursuant to the indenture, dated as of March 1, 2024 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the first supplemental indenture, dated as of April 10, 2024 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

The Base Indenture, the First Supplemental Indenture and the form of the Note are filed as Exhibits 4.1, 4.2 and 4.3, respectively, and are each incorporated herein by reference. The Base Indenture, the First Supplemental Indenture and the form of the Note are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.

Terms of the Notes

The Notes bear interest at a rate of 5.875% per annum, payable semiannually on April 10 and October 10 of each year, commencing on October 10, 2024, and mature on April 10, 2034. The Notes are redeemable at the Company's option, in whole or in part, at any time and from time to time, at the applicable redemption price described in the Indenture. The Notes are the Company's general unsubordinated and unsecured indebtedness, and are subject to usual and customary covenants, including restrictions on liens, sale/lease-back transactions and mergers, consolidations or sales of substantially all of the Company's assets. Upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, the Company will be required to offer to purchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes.