Executive Change · Bylaw Amendment

Securities and Exchange Commission on March 26, 2024, which description is incorporated herein by reference. In addition, Mr. Chen and the Company have entered into the Company’s standard form indemnification agreement.   The appointment of Mr. Chen to serve as a director was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no related party transactions between Mr. Chen and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.   Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On December 12, 2024, with approval of the Board, the Company filed with the Secretary of State of the State of New York, a restated certificate of incorporation (“Restated Certificate”), which:   (i) eliminates all matters set forth in the Company’s Certificate of Incorporation with respect to shares of the Company’s $19.375 Convertible Exchangeable Preferred Stock, Participating Preferred Stock, and Series B $19.375 Convertible Exchangeable Preferred Stock, as no shares of any such series are currently outstanding;   (ii) changes the post office address to which the Secretary of State shall mail a copy of any process against the Company served upon the Secretary of State;   (iii) designates the Company’s current registered agent, and specifies the address of the registered agent; and   (iv) changes the county of the Company’s office within the State of New York.   The Restated Certificate became effective as of December 12, 2024, upon the filing with the Secretary of State of the State of New York pursuant to Section 807 of the New York Business Corporation Law.   The foregoing summary of the changes effected by the Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.         Item 7.01. Regulation FD Disclosure.   A copy of the press release announcing the appointment of Mr. Chen as a member of the Board effective December 11, 2024, is attached hereto as Exhibit 99.1. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits   Exhibit  Number Description 3.1 Restated Certificate of Incorporation of Arrow Electronics, Inc., dated as of December 12, 2024. 99.1 Press release issued by Arrow Electronics, Inc., dated December 12, 2024. 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: December 12, 2024 By: /s/ Carine L. Jean-Claude   Name: Carine L. Jean-Claude   Title: Senior Vice President, Chief Legal Officer and Secretary