New Debt / Obligation · Company Update

Securities and Exchange Commission. The Notes were issued pursuant to the indenture, dated as of June 1, 2017 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated as of March 1, 2023 (the “Fourth Supplemental Indenture”), between the Company and the Trustee.   The Base Indenture, the Fourth 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 Fourth Supplemental Indenture and the form of the Note are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.   Item 8.01. Other Events.   Underwriting Agreement   The Notes were sold pursuant to an Underwriting Agreement, dated as of February 27, 2023 (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the offering.   The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.   Legal Opinion Letter   In connection with the offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit Number   Description 1.1   Underwriting Agreement, dated as of February 27, 2023, by and among the Company and J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and PNC Capital Markets LLC, as representatives of the underwriters. 4.1   Indenture, dated as of June 1, 2017, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Post-effective amendment No. 1 to the Form S-3 dated June 1, 2017, Commission File No. 1-4482). 4.2   Fourth Supplemental Indenture, dated as of March 1, 2023, by and between the Company and U.S. Bank National Association, as trustee. 4.3   Form of 6.125% Note due 2026 (included in Exhibit 4.2) 5.1   Opinion of Latham & Watkins LLP. 23.1   Consent of Latham & Watkins LLC (included in their opinion filed as Exhibit 5.1). 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: March 1, 2023 By: /s/ Carine Jean-Claude   Name: Carine Jean-Claude   Title: Senior Vice President, Chief Legal Officer and Secretary