Avnet Announces Proposed Convertible Senior Notes Offering (Form 8-K)

Avnet Announces Proposed Convertible Senior Notes Offering

PHOENIX - September 2, 2025 - Avnet, Inc. (Nasdaq: AVT) ("Avnet" or the "Company") today announced that it intends to offer in a private offering, subject to market and other conditions, $500.0 million aggregate principal amount of Convertible Senior Notes due 2030 (the "Notes"). Avnet also expects to grant to the initial purchasers of the Notes an option to purchase up to an additional $75.0 million aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued.

The Notes will be Avnet's senior unsecured obligations. The Notes will mature on September 1, 2030, unless earlier converted, redeemed or repurchased.

Avnet will satisfy its conversion obligations by paying cash up to the aggregate principal amount of Notes to be converted. For the remainder, if any, of its conversion obligations in excess of the aggregate principal amount of the Notes being converted, Avnet will pay or deliver cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. The interest rate, the initial conversion rate, and the other terms of the Notes will be determined upon pricing of the offering.

Avnet intends to use (i) the net proceeds from the offering to repurchase shares of its common stock in an amount up to approximately $100.0 million, pursuant to its existing share repurchase program concurrently with the pricing of the offering in privately negotiated transactions effected through one or more of the initial purchasers or their affiliates, as its agent and (ii) the remaining net proceeds from the offering to repay a portion of the amounts outstanding under its revolving credit facility. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to use the net proceeds from the sale of such additional Notes for general corporate purposes, including repayment of additional outstanding indebtedness.

The concurrent repurchases of up to approximately $100.0 million of shares of Avnet's common stock described above may result in the common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may result in a higher initial conversion price for the Notes.

The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and any shares of Avnet's common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or any state securities law, and the Notes and any such shares may not be offered or sold in the United States or to any U.S. persons absent registration under, or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.