DEF 14A of Arrow Electronics, Inc., Mar 30, 2026

DEF 14A of Arrow Electronics, Inc.

Filed Mar 30, 2026 · FY20250001104659-26-036516

Open on EDGAR

  1. Snapshot of Director Nominees

    Snapshot of Director Nominees Below is a snapshot of the expected composition of Arrow’s Board immediately following the Annual Meeting, assuming the election of the eight nominees named in this Proxy Statement.

  2. Snapshot of Director Nominees

    | Skill/Experience | | Nominees | | | | Leadership | 8 | | | | Risk Management | 8 | | | | Global Business and Operations | 8 | | | | Financial | 8 | | | | Legal and Regulatory Oversight | 5 | | | | Technology and Cybersecurity | 8 | | | | Artificial Intelligence | 2 | | | | Supply Chain Management | 4 | | | | Crisis Management | 6 | | | | Strategy and M&A | 8 | | | | Brand and Marketing | 6 | | | | Corporate Governance | 8 | | | | Human Capital | 7 | | | | Environmental and Climate Strategy | 4 | |

  3. Snapshot of Director Nominees

    | 8 | |

  4. Snapshot of Director Nominees

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW. If elected by our shareholders at the Annual Meeting, each nominee will serve a one-year term expiring at our 2027 annual shareholder meeting. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. All nominees identified below are current members of the Board. They have been recommended for re-election to the Board by the Corporate Governance Committee and approved and nominated for re-election by the Board. Gail Hamilton was not nominated for re-election at the Annual Meeting, and the size of the Board will be reduced to eight following the end of her term. In accordance with Arrow’s By-Laws (the “By-laws”), the eight nominees receiving a plurality of votes cast at the Annual Meeting will be elected as directors, subject to the Director Resignation Policy described below. If you are a beneficial owner of shares held in “street name” through a broker, fiduciary, or custodian and do not provide the organization that holds your shares with specific voting instructions, then the organization may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. An uncontested election of directors is not considered “routine” under the New York Stock Exchange (“NYSE”) rules. As a result, if a shareholder holds shares in street name, the applicable broker, fiduciary, or custodian is not permitted to exercise voting discretion with respect to this proposal. For this reason, if a “street name” holder does not give the broker, fiduciary, or custodian specific instructions, the shares will not be voted on this proposal, which is referred to as a “broker non-vote.” Broker non-votes and withholding authority to vote for a director nominee will have no effect on the outcome of this proposal (though a director nominee that receives a greater number of “WITHHELD” votes than “FOR” votes in an uncontested election is required by the Board’s Director Resignation Policy to tender his or her resignation to the Board, as discussed in greater detail below under the heading “Director Resignation Policy”).

  6. Director Nominee Experience, Skills, and Background Matrix

    Director Nominee Experience, Skills, and Background Matrix

  7. Director Nominee Experience, Skills, and Background Matrix

    | 8 Director Nominees: | William Austen | Lawrence (Liren) Chen | Steven Gunby | Michael Hayford | Andrew Kerin | Carol Lowe | Mary McDowell | Gerry Smith | | Experience and Skills | | | | | | | | | | Leadership | Leadership experience facilitates effective oversight of management, informs development of Arrow’s strategy, and enhances the Board’s succession planning process. | | | | | | | | | | | | | | | | | | | Risk Management | Experience assessing and managing risk enables directors to effectively oversee and mitigate the most significant risks facing Arrow. | | | | | | | | | | | | | | | | | | | Global Business and Operations | Background and experience managing global relationships and engaging with international stakeholders supports the Board’s oversight of key risks involving our global customer and supplier bases and of strategic decision making relating to our complex worldwide business. | | | | | | | | | | | | | | | | | | | Financial | Demonstrated financial experience enables in-depth analysis of our financial statements and informed decision-making regarding our capital structure, financial transactions, and financial reporting processes. | | | | | | | | | | | | | | | | | | | Legal and Regulatory Oversight | Experience with legal and regulatory oversight enables directors to effectively oversee compliance with legal and regulatory requirements and the related policies, procedures, and controls for ensuring such compliance. | | | | | | | | | | | | | | | | | | | Technology and Cybersecurity | Experience navigating the ever-changing technology landscape enables sharpened oversight of the innovative products, services, and systems central to our business and supports Arrow’s long-term strategic planning. Experience with privacy and information security and cybersecurity oversight is critical to helping Arrow manage and plan to defend against significant cybersecurity risks. | | | | | | | | | | | | | | | | | | | Artificial Intelligence | Experience in the development, management, or deployment of AI systems supports the Board in overseeing the responsible implementation of quickly evolving generative and traditional AI technologies into Arrow’s worldwide business and operations. | | | | | | | | | | | | | | | | | | | Supply Chain Management | Substantial knowledge of supply chain management enables enhanced oversight of our product and service offerings and sharpens focus on our business strategy to be the premier technology-centric, go-to-market, and supply chain services company on the planet. | | | | | | | | | | | | | | | | | | | Crisis Management | In conjunction with the Board’s oversight of Arrow’s overall Enterprise Risk Management function, crisis management experience allows the Board to assist Arrow in mapping out a crisis response plan and navigating a crisis in the rare event one should occur. | | | | | | | | | | | | | | | | | | | Strategy and M&A | Experience in strategic planning and mergers and acquisitions is critical in formulating and implementing Arrow’s continued growth strategy. | | | | | | | | | | | | | | | | | | | Brand and Marketing | Brand and marketing experience enables the Board to provide valuable insight into the alignment of brand definition with Arrow’s long-term strategy as a driver of value. | | | | | | | | | | | | | | | | | | | Corporate Governance | Directors with experience in corporate governance assist Arrow in implementing effective and compliant corporate governance practices for the benefit of our various stakeholders in the continually evolving corporate governance landscape. | | | | | | | | | | | | | | | | | | | Human Capital | Human capital management experience supports the Board’s oversight of the development, implementation, and effectiveness of practices, policies, and strategies relating to Arrow’s workforce, including talent attraction and development, corporate culture, and belonging. | | | | | | | | | | | | | | | | | | | Environmental and Climate Strategy | Experience in climate change risk management strategies and other climate-related issues enables enhanced Board oversight of environmental and climate-related policies, strategies, compliance, and priorities. | | | | | | | | | | | | | | | | | |

  8. Director Nominee Experience, Skills, and Background Matrix

    | | 13 |

  9. Director Nominee Experience, Skills, and Background Matrix

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  10. BIOGRAPHIES OF DIRECTOR NOMINEES

    BIOGRAPHIES OF DIRECTOR NOMINEES Based on each nominee’s experience, attributes, and skills, which exemplify the important characteristics described above, the Corporate Governance Committee has concluded that each nominee possesses the appropriate qualifications to serve as a director of Arrow.

  11. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Board Chair | Steven H. Gunby | Age: 68 Director Since: 2017 | | | CAREER HIGHLIGHTS | | | | FTI Consulting, Inc. (NYSE: FCN) ● President, Chief Executive Officer, and a director since 2014. Breakthru Beverage Group LLC ● A director from 2016 to 2018. | The Boston Consulting Group ● Senior Partner and Global Leader of Transformation from 2010 to 2014. ● Senior Partner and Chairman, North and South America from 2002 to 2009. | | REASONS FOR NOMINATION At FTI, a business consultancy firm specializing in corporate finance and restructuring, economic consulting, forensic and litigation consulting, strategic communications, and technology and strategy consulting, Mr. Gunby’s focus as President and Chief Executive Officer has been turning FTI into a vibrant, profitable growth engine through significant operational, strategy, cultural, and leadership changes. At BCG, Mr. Gunby also focused on transformative growth, helping move the Americas operation from a period of flat headcount growth and diminished profitability to double-digit headcount and revenue growth, and substantially higher profit growth. The Board believes that Mr. Gunby’s experience as a President and Chief Executive Officer of a public company, which has given him extensive experience in corporate transformations, human capital management, and corporate governance (among other things), and his proven record of accomplishments, make him a valuable member of the Board and suited to serve as our independent Board Chair. As Board Chair, Mr. Gunby has demonstrated strong leadership and effective functioning and governance of the Board. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●FTI Consulting, Inc. | | |

  12. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | William F. Austen | Age: 67 Director Since: 2020 | | | CAREER HIGHLIGHTS | | | | Arrow Electronics, Inc. (NYSE: ARW) ● Interim President and Chief Executive Officer since 2025. Arconic Corporation (Formerly NYSE: ARNC) ● A director from 2020 to 2023. Tennant Company (NYSE: TNC) ● A director from 2007 to 2022. | Bemis Company, Inc. (Formerly NYSE: BMS) ● President, Chief Executive Officer, and director from 2014 until Bemis was acquired by Amcor Limited in 2019. ● Executive Vice President and Chief Operating Officer from 2013 to 2014. | | REASONS FOR NOMINATION Mr. Austen was appointed as Arrow’s Interim President and CEO in September 2025 due to his extensive knowledge of Arrow’s business, relevant industry experience, and background as the Chief Executive Officer and a member of the board of directors of Bemis, a complex global material science and manufacturing company. At Bemis, Mr. Austen gained expertise in global manufacturing and operations, international mergers and acquisitions, business integration, and public company corporate governance. Prior to his appointment as Arrow’s Interim President and CEO, Mr. Austen served as Chair of the Corporate Governance Committee and as a member of the Board’s Compensation Committee. The Board believes that Mr. Austen’s tenure on the Board, coupled with his decades of leadership and international business experience, has uniquely positioned him to proficiently guide Arrow through this transitional phase and act as an effective liaison between management and the Board. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  13. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 14 | |

  14. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  15. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit | Lawrence (Liren) Chen | Age: 55 Director Since: 2024 | | | CAREER HIGHLIGHTS | | | | InterDigital, Inc. (Nasdaq: IDCC) ● President, Chief Executive Officer, and a director since 2021. U.S. Chamber of Commerce China Advisory Committee ● Member since 2022. | Qualcomm Inc. (Nasdaq: QCOM) ● Senior Vice President, Global Head of IP, Legal Counsel from 2019 to 2021. ● From 1996 to 2019, positions of increasing seniority, including Senior Vice President of Engineering, Legal Counsel. | | REASONS FOR NOMINATION Mr. Chen has deep technology-sector experience, currently serving as President, Chief Executive Officer, and a member of the board of directors of InterDigital, a global research and development company focused on wireless, video, artificial intelligence, and related technologies. Prior to joining InterDigital, Mr. Chen spent 25 years at Qualcomm Inc., rising to the position of Senior Vice President, Global Head of IP, Legal Counsel, in which he oversaw Qualcomm’s world-wide intellectual property portfolio and led technology, business strategy, product management, and global ecosystem development for Qualcomm Technology Licensing. Mr. Chen also holds 28 granted patents in the United States and over 120 granted patents worldwide. The Board believes that Mr. Chen’s experience leading a global technology company, his expertise in Asian markets, and his deep technical and AI expertise will assist the Board in overseeing Arrow’s growth and innovation goals. Mr. Chen is considered an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●InterDigital, Inc. | | |

  16. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit | Michael D. Hayford | Age: 66 Director Since: 2024 | | | CAREER HIGHLIGHTS | | | | NCR Corporation (Formerly NYSE: NCR) ● President, Chief Executive Officer, and a director from 2018 to 2023. National Infrastructure Advisory Council ● Member from 2022 to 2025 (appointed by the President of the United States). Endurance International Group Holdings, Inc. (Formerly Nasdaq: EIGI) ● A director from 2013 to 2018. Motive Partners ● Founder and Senior Advisor from 2015 to 2018. Fidelity National Information Services, Inc. (NYSE: FIS) ● Executive Vice President and Chief Financial Officer from 2009 to 2013. | Metavante Technologies, Inc. (Formerly NYSE: MV) ● A director from 2007 to 2009. ● President and Chief Operating Officer from 2007 to 2009. ● Chief Financial Officer from 2001 to 2006. ● Other senior positions of increasing seniority from 1992 to 2001. West Bend Mutual Insurance Company ● A director from 2006 to 2018. | | REASONS FOR NOMINATION Mr. Hayford has strong strategic and operational leadership experience developed over an extensive career in technology, payments, and financial services. Mr. Hayford previously served as the Chief Executive Officer of NCR, a global enterprise technology company focused on providing software, services, and infrastructure support to businesses in the banking, retail, and food service industries. He has also previously served as the Chief Financial Officer of a public company and on multiple boards of directors. The Board believes that Mr. Hayford’s experience in leading strategy, operational execution, and finance at large organizations positions him to bring valuable insight to the Board, particularly in its focus on Arrow’s operational efficiency, strategic execution, and transformation. Mr. Hayford is considered an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  17. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 15 |

  18. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  19. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation & Corporate Governance (Chair) | Andrew C. Kerin | Age: 62 Director Since: 2010 | | | CAREER HIGHLIGHTS | | | | Towne Park ● Chief Executive Officer and a director since 2017. The Brickman Group, Ltd. ● Chief Executive Officer and a director from 2012 to 2016. | Aramark Corporation (NYSE: ARMK) ● Executive Vice President and Group President, Global Food, Hospitality and Facility Services from 2009 to 2012. ● Executive Vice President and Group President, North America Food from 2006 to 2009. ● Appointed as Senior Vice President in 2004. ● President, Aramark Healthcare and Education from 1995 to 2004. | | REASONS FOR NOMINATION Mr. Kerin brings over 30 years of experience leading business service companies and building service teams across the globe. The Board believes that Mr. Kerin’s deep operational and strategic expertise in the service industry as the Chief Executive Officer of Towne Park and formerly at the Brickman Group, along with his more than 17-year career with Aramark, makes him uniquely qualified in assisting the Board’s oversight of, and guiding management in growing, Arrow’s various services offerings. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  20. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Audit (Chair) & Corporate Governance | Carol P. Lowe | Age: 60 Director Since: 2021 | | | CAREER HIGHLIGHTS | | | | FLIR Systems, Inc. (Formerly Nasdaq: FLIR) ● Executive Vice President and Chief Financial Officer from 2017 to 2021. Duravant LLC ● A director since 2023. Novolex ● A director since 2021. EMCOR Group, Inc. (NYSE: EME) ● A director since 2017. TCW Special Purpose Acquisition Corp. (Formerly NYSE: TSPQ) ● A director from 2021 to 2022. | Sealed Air Corporation (NYSE: SEE) ● Senior Vice President and Chief Financial Officer from 2012 to 2017. CYTEC Industries, Inc. (Formerly NYSE: CYT) ● A director from 2008 to 2015. Carlisle Companies Incorporated (NYSE: CSL) ● President, Carlisle Food Service Products in 2012. ● President, Trail King Industries from 2008 to 2011. ● Vice President and Chief Financial Officer from 2004 to 2008. | | REASONS FOR NOMINATION Ms. Lowe has valuable experience and a depth of knowledge in many aspects of finance, business services, strategic planning, business development, and information technology. Among other significant roles, Ms. Lowe previously served as the Chief Financial Officer of FLIR Systems, a global developer and manufacturer of advanced sensors, detection systems, and imaging products. The Board believes that her record of instilling knowledge-based, performance-driven cultures throughout her career enables her to provide insightful contributions to Arrow. Ms. Lowe is considered an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●EMCOR Group, Inc. | | |

  21. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 16 | |

  22. BIOGRAPHIES OF DIRECTOR NOMINEES

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  23. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation & Corporate Governance | Mary T. McDowell | Age: 61 Director Since: 2023 | | | CAREER HIGHLIGHTS | | | | Mitel Networks Corporation ● President and Chief Executive Officer from 2019 to 2021. ● A director from 2019 to 2022, and Board Chair from 2021 to 2022. Zebra Technologies Corporation (Nasdaq: ZBRA) ● A director since 2025. Informa Tech Target, Inc. (Nasdaq: TTGT) ● Board Chair from 2024 to March 2026. Autodesk, Inc. (Nasdaq: ADSK) ● A director from 2010 to 2025. ● Compensation Committee Chair from 2013 to 2025. | The Informa Group plc (LSE: INF) ● A director from 2018 to 2024. ● Senior Independent Director from 2021 to 2024. Polycom, Inc. ● Chief Executive Officer and a director from 2016 to 2018. Bazaarvoice, Inc. (Formerly Nasdaq: BV) ● A director from 2014 to 2016, and Compensation Committee Chair from 2015 to 2016. UBM plc. (Formerly LSE: UBM) ● A director from 2014 to 2018. Nokia Corporation (NYSE: NOK) ● Executive Vice President from 2004 to 2012. | | REASONS FOR NOMINATION Ms. McDowell has strong strategic and operational leadership experience developed over an extensive career in the technology industry, owing to her previous roles as Chief Executive Officer of two global technology-focused organizations and the chair of a public company board of directors. The Board believes that this background allows Ms. McDowell to effectively contribute to the Board’s overall leadership structure and provide valuable insights into Arrow’s core businesses and the markets in which they operate. Ms. McDowell also has a proven track record leading strategic transformations and implementing cutting-edge innovation in the fast-moving technology space, including global businesses with diverse product lines and extensive distribution networks, which the Board believes will help Arrow develop, refine, and implement its growth strategy. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●Zebra Technologies Corporation | | |

  24. BIOGRAPHIES OF DIRECTOR NOMINEES

    | Independent Director Committees: Compensation (Chair) | Gerry P. Smith | Age: 62 Director Since: 2020 | | | CAREER HIGHLIGHTS | | | | The ODP Corporation (Formerly Nasdaq: ODP) ● Chief Executive Officer and a director from 2017 to 2025. Zero100 ● Member of advisory board in 2022 (Founding Member). | Lenovo Group Limited (SEHK: 992) ● Executive Vice President and Chief Operating Officer from 2016 to 2017. ● Executive Vice President and President of Data Center Group in 2016. ● Chief Operating Officer of the Personal Computing Group and Enterprise Business Group from 2015 to 2016. ● President of the Americas from 2013 to 2015. ● President, North America and Senior Vice President, Global Operations from 2012 to 2013. ● Senior Vice President of Global Supply Chain from 2006 to 2012. | | REASONS FOR NOMINATION Mr. Smith has extensive leadership experience owing to his previous role as Chief Executive Officer of the ODP Corporation, the parent company of Office Depot and OfficeMax, as well as other senior executive experience. He also brings to the Board technology-industry-specific strategic, operational, and managerial expertise gained through a more than 25-year career with Lenovo and Dell. Additionally, the Board believes that Mr. Smith has uniquely valuable expertise in positioning companies for future growth and success, managing global businesses, increasing operating profit, and managing complex integrations. CURRENT PUBLIC COMPANY DIRECTORSHIPS (OTHER THAN ARROW) ●None | | |

  25. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 17 |

  26. BIOGRAPHIES OF DIRECTOR NOMINEES

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  27. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For 2025, the independent members of the Board (that is, all members except Mr. Kerins, who did not receive any compensation for his Board service, and Mr. Austen, following his appointment as our Interim President and CEO) received cash fees at the below annualized rates.

  28. DIRECTOR COMPENSATION

    | 2025 Independent Director Compensation | | | Annual fee | $110,000 | | Annual fee for service as Corporate Governance Committee Chair | $15,000 | | Annual fee for service as Compensation Committee Chair | $25,000 | | Annual fee for service as Audit Committee Chair | $30,000 |

  29. DIRECTOR COMPENSATION

    In addition to the cash fees for 2025, our independent directors received restricted stock unit (“RSU”) awards during 2025. On May 6, 2025, each then-serving independent director received a standard annual grant of RSUs valued at $195,000, with the number of RSUs determined based on the fair market value of Arrow common stock on such date. Further, as the independent Board Chair, on May 6, 2025, Mr. Gunby received an additional annual award of RSUs valued at $150,000 with such grant made in recognition of the additional responsibilities associated with such position. The annual grant of RSUs, as well as the additional grant to Mr. Gunby, are scheduled to vest and become non-forfeitable on the day before the annual shareholder meeting occurring during the year following the grant, provided that the director grantee continuously serves on the Board from the grant date through the vesting date. If the grantee’s service with the Board is terminated for any or no reason prior to the vesting date (other than death, disability, or involuntary termination without cause following a change of control), the RSUs will be forfeited. The awards will be settled based on an annual irrevocable election made by each independent director that is either (i) the first anniversary of the grant date or (ii) the second business day after Arrow next files its quarterly or annual financial statements with the SEC following the grantee’s separation from service; provided that such distribution shall not be later than the last day of the calendar year of separation from service. Messrs. Austen and Kerin and Mses. Hamilton and McDowell elected to have their 2025 RSU awards converted to shares one year after the grant, with the remaining directors electing to receive their 2025 RSU awards following their separation from the Board. Under the terms of the Non-Employee Directors Deferred Compensation Plan, independent directors may also defer the payment of all or a portion of their annual cash fees until the end of their service on the Board. Unless the director chooses a different amount, 50% of the director’s annual retainer fee is automatically deferred and converted into units of Arrow common stock. The following table shows the total dollar value of compensation granted or earned by all independent directors in or with respect to 2025. Mr. Austen participated in our independent director compensation program prior to his appointment as Arrow’s Interim President and CEO on September 16, 2025, and has been excluded from this table as his compensation is reflected in the “2025 Summary Compensation Table.” In addition, Mr. Kerins did not receive any compensation for his Board service during 2025 and has been excluded from the table. Please see the “2025 Summary Compensation Table” for the compensation received by Messrs. Austen and Kerins with respect to 2025.

  30. DIRECTOR COMPENSATION

    | 30 | |

  31. DIRECTOR COMPENSATION

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  32. DIRECTOR COMPENSATION

    | 2025 Independent Director Compensation | | | | | | Fees Earned | | | | Name | or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Lawrence (Liren) Chen | 100,837 | 195,000 | 295,837 | | Steven H. Gunby | 110,000 | 345,000 | 455,000 | | Gail E. Hamilton | 110,000 | 195,000 | 305,000 | | Michael D. Hayford | 110,000 | 195,000 | 305,000 | | Andrew C. Kerin | 112,500 | 195,000 | 307,500 | | Carol P. Lowe | 140,000 | 195,000 | 335,000 | | Mary T. McDowell | 110,000 | 195,000 | 305,000 | | Gerry P. Smith | 135,000 | 195,000 | 330,000 |

  33. DIRECTOR COMPENSATION

    | (1) The amounts deferred by each director for 2025, to the extent there were any amounts deferred, are included under the column “Fees Earned or Paid in Cash.” All deferrals under the plan will be paid upon separation of service from the Board. Messrs. Gunby, Hayford, and Kerin and Ms. Lowe deferred 100% of their retainer fees in deferred stock units. |

  34. DIRECTOR COMPENSATION

    | (2) Amounts reflect the aggregate grant date fair value of the RSUs granted in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), based on the closing stock price on the date of grant. The balances of equity-based awards as of December 31, 2025 (including vested and deferred RSUs) for each independent director serving during 2025 are set forth in the table below: |

  35. DIRECTOR COMPENSATION

    | 2025 Independent Directors | | | | | Unvested Restricted Shares | | | Name | or Restricted Stock Units | Deferred Restricted Stock Units | | Lawrence (Liren) Chen | 1,694 | 626 | | Steven H. Gunby | 2,998 | 24,833 | | Gail E. Hamilton | 1,694 | 20,650 | | Michael D. Hayford | 1,694 | 3,075 | | Andrew C. Kerin | 1,694 | 26,089 | | Carol P. Lowe | 1,694 | 9,560 | | Mary T. McDowell | 1,694 | — | | Gerry P. Smith | 1,694 | 6,872 |

  36. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS The following table shows the beneficial ownership of Arrow’s common stock, as of March 16, 2026, for each director and director nominee, each of the “Named Executive Officers” identified in the CD&A and all directors, director nominees, and executive officers as a group.

  37. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | Shares of Common Stock Beneficially Owned | | | | | | | | Currently | Common | Acquirable | Total | % of Outstanding | | Name | Owned (1) | Stock Units (2) | within 60 Days | Ownership | Common Stock | | William F. Austen(3) | 13,274 | — | 1,694 | 14,968 | * | | Steven H. Gunby | — | 25,009 | 2,998 | 28,007 | * | | Lawrence (Liren) Chen | — | 626 | 1,694 | 2,320 | * | | Gail E. Hamilton | 101 | 20,650 | 1,694 | 22,445 | * | | Michael D. Hayford | — | 3,251 | 1,694 | 4,945 | * | | Andrew C. Kerin | — | 26,288 | 1,694 | 27,982 | * | | Sean J. Kerins | 129,301 | — | — | 129,301 | * | | Carol P. Lowe | — | 9,784 | 1,694 | 11,478 | * | | Mary T. McDowell | 2,976 | — | 1,694 | 4,670 | * | | Gerry P. Smith | — | 6,872 | 1,694 | 8,566 | * | | Rajesh K. Agrawal(4) | 27,532 | — | — | 27,532 | * | | Eric C. Nowak | 32,929 | — | 295 | 33,224 | * | | Richard J. Marano | 10,244 | — | — | 10,244 | * | | Gretchen K. Zech | 62,849 | — | — | 62,849 | * | | Total Directors’, Director Nominees', and Current Executive Officers’ Beneficial Ownership as a Group (15 individuals) | 289,644 | 92,480 | 16,845 | 398,969 | 0.8% |

  38. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | * Represents holdings of less than 1%. |

  39. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Includes shares directly owned, including those owned independently, and stock options granted under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended (“Omnibus Incentive Plan”). |

  40. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Includes common stock units deferred by independent directors and restricted stock units granted under the Omnibus Incentive Plan. |

  41. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (3) Mr. Austen is also a named executive officer. |

  42. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | (4) The number of shares reported includes 27,532 shares held jointly with Mr. Agrawal’s spouse. |

  43. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | | 33 |

  44. SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  45. Interim CEO Compensation

    | > | Received a grant of RSUs, with a grant-date value of $3,600,000 and which are scheduled to vest on the one-year anniversary of the grant date, subject to Mr. Austen’s continued service as Interim President and CEO or as a member of Arrow’s Board of Directors, through such date. |

  46. 2025 Executive Compensation Program At-a-Glance

    | Key Elements | | | | Pay Element | Form | Performance Metric | | Base Salary | Cash | > Base salary is set at market-competitive levels | | Annual Cash Incentives | Cash | > 70% Absolute EPS(1) > 30% Strategic Goals | | Long-Term Incentive Plan (“LTIP”) | Performance- and Time-Based Equity | > Performance Share Units (“PSUs”) o Three-year Relative EPS Growth (“rEPS”)(1) o Three-year Average Return on Invested Capital (“ROIC”)(1) minus the Weighted Average Cost of Capital (“WACC”)(1) o Three-year Relative Total Shareholder Return (“rTSR”), with a succession planning goal applicable to Messrs. Nowak and Marano | | | | > RSUs o Stock price performance |

  47. Incentive Plans: 2025 Long-Term Incentive Program Updates

    Incentive Plans: 2025 Long-Term Incentive Program Updates As part of its annual review of Arrow’s executive compensation programs, the Compensation Committee evaluated the effectiveness of the LTIP in supporting Arrow’s strategy and shareholder value creation. Following this review and informed by its review of peer practices and input from its independent compensation consultant, the Compensation Committee approved the following changes to the LTIP for 2025 that are intended to enhance the alignment between pay and performance, strengthen the connection between realized compensation and long-term shareholder outcomes, and ensure Arrow’s program remains competitive in attracting and retaining key leadership talent:

  48. Incentive Plans: 2025 Long-Term Incentive Program Updates

    | > | Added a separate PSU award based on three-year relative Total Shareholder Return (“rTSR”) performance metric (“rTSR PSUs”) granted to Messrs. Kerins, Nowak, and Marano—the CEO at the time and Presidents of our Global Enterprise Computing Solutions and Global Components business segments (each, a “Global President”), respectively—to ensure long-term incentives continue to align with Arrow’s strategic priorities and the interests of shareholders. The new rTSR component will be measured against the S&P 400 MidCap Index, providing a transparent and objective benchmark of Arrow’s performance relative to a broad and representative peer group. In addition, the rTSR PSUs also include a succession planning performance metric applicable to Messrs. Nowak and Marano. Three-year rEPS growth and three-year ROIC minus WACC will also continue to drive actual PSU award outcomes. |

  49. Incentive Plans: 2025 Long-Term Incentive Program Updates

    | o | The Compensation Committee determined that introducing rTSR initially for Messrs. Kerins, Nowak, and Marano was appropriate given their central responsibility for Company-wide performance and sustained value creation. Their roles are uniquely positioned to influence strategic direction, capital efficiency, and business execution, all of which drive Arrow’s financial results and shareholder returns over time. All of the NEOs will receive rTSR PSUs beginning in 2026. |

  50. Incentive Plans: 2025 Long-Term Incentive Program Updates

    | > | Recalibrated target LTIP award opportunities—in conjunction with the addition of rTSR, the Compensation Committee approved increases to the 2025 LTIP target award values for Messrs. Kerins, Nowak, and Marano. Prior to these adjustments, target LTIP opportunities for these roles were well below the median of Arrow’s compensation Peer Group. The updated award levels position their target total direct compensation closer to competitive market levels while maintaining a significant emphasis on at-risk, performance-based pay. |

  51. Incentive Plans: 2025 Long-Term Incentive Program Updates

    For these executives, approximately 70% of the total LTIP value was granted in PSUs and 30% in RSUs, underscoring the Compensation Committee’s emphasis on performance-based equity. For details, please see “Long-Term Incentive Awards” below.

  52. Incentive Plans: A Closer Look at the Performance Metrics

    Incentive Plans: A Closer Look at the Performance Metrics The Compensation Committee discusses metric selection regularly. The focus of our annual and long-term incentives is achieving profitable growth and driving long-term shareholder value creation by supporting the following key objectives:

  53. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To generate EPS growth in excess of our competitors’ EPS growth and market expectations; |

  54. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To grow EPS at a rate that provides the capital necessary to support Arrow’s business strategy; |

  55. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To focus on strategic goals that will differentiate Arrow’s performance over time; |

  56. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To allocate and deploy capital effectively so that ROIC exceeds Arrow’s WACC; and |

  57. Incentive Plans: A Closer Look at the Performance Metrics

    | > | To drive relative stock price outperformance. |

  58. Incentive Plans: A Closer Look at the Performance Metrics

    | 44 | |

  59. Incentive Plans: A Closer Look at the Performance Metrics

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  60. Incentive Plans: A Closer Look at the Performance Metrics

    Consistent with these objectives, we use a carefully balanced mix of quantifiable absolute and relative financial, strategic, and operational metrics across our incentive plans ─ with a heavier emphasis on EPS because of its strong alignment with shareholder value. Recognizing that EPS is used as a metric in both the annual and long-term incentives, the Compensation Committee balances EPS with other metrics designed to support Arrow’s business strategy and align with shareholder interests. In addition, the way EPS is measured and balanced with other performance metrics to support our goals works differently under each of the incentive plans. As described above, beginning in 2025, the Compensation Committee expanded the LTIP’s mix of performance metrics for the CEO and Global Presidents to include three-year rTSR and, in the case of the Global Presidents, a succession planning goal. The succession planning goal is designed to promote leadership continuity and long-term organizational stability. Achievement of this goal will be determined by the Compensation Committee, following a recommendation from the President and CEO. These additions complement the existing rEPS growth and ROIC minus WACC metrics and reflects the Compensation Committee’s view that long-term incentive outcomes should increasingly capture both Arrow’s internal financial achievements and its performance relative to peers and shareholders’ investment experience. As a result, while EPS remains a foundational performance metric across Arrow’s incentive plans, the introduction of rTSR further strengthens the alignment between pay and performance by linking realized compensation to Arrow’s relative long-term shareholder returns. The table below provides an overview of the performance metrics that guide our annual and long-term incentive plans, illustrating how each supports our strategic and financial objectives and reflecting the 2025 addition of rTSR for the CEO and Global Presidents.

  61. Incentive Plans: A Closer Look at the Performance Metrics

    | Annual Cash Incentives | Long Term Incentives | | Absolute EPS > Defined as a pre-determined range of Company performance targets for the fiscal year > Driven by specific Company initiatives designed to improve financial performance results > Easily understood by stakeholders | Three-Year Relative EPS Growth > Defined as Arrow’s three-year EPS growth as compared to the EPS growth of Arrow’s Peer Group > Holds management accountable to outperform peers over the performance period > Supports the creation of long-term shareholder value | | Strategic Goals > Provides balance to Absolute EPS > Places focus on goals that are deemed critical to our strategic growth and financial performance > Are dynamic and may change on an annual basis depending on the relevant business priorities for the performance year o The Compensation Committee determines specific, measurable targets that are aligned with Arrow’s strategy o The 2025 goals were tied to strategic growth metrics in Global Components and Enterprise Computing Solutions, along with a metric related to accelerated operating expense savings | Operational Metrics: Focus on Efficiency > Measures performance based on Arrow’s three - year average ROIC in excess of its three - year WACC > Helps mitigate variance from economic cycles, which market-based metrics would introduce > Incentivizes prudent use of capital and rewards value creation | | | Three-Year Relative TSR (Only Applicable to CEO and Division Presidents) > Measures Arrow’s three-year TSR relative to the S&P 400 MidCap Index > Strengthens the link between executive compensation and shareholder outcomes > Rewards outperformance versus the market while maintaining alignment with shareholder returns | | | Threshold Trigger: Net Income Vesting contingent upon a Net Income threshold of greater than zero |

  62. Incentive Plans: A Closer Look at the Performance Metrics

    | | 45 |

  63. Incentive Plans: A Closer Look at the Performance Metrics

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  64. Target Total Direct Compensation Pay Mix

    Target Total Direct Compensation Pay Mix The charts below show the target TDC of the CEO and the other NEOs. Because these charts are intended to illustrate the TDC pay mix, we have excluded Mr. Austen due to his unique compensation arrangements as Arrow’s Interim President and CEO and have based the “CEO” chart on the TDC awarded to Mr. Kerins, who was serving as Arrow’s President and CEO when 2025 TDC decisions were made. Annual and long-term incentives play a significant role in the NEOs’ overall compensation at Arrow. We believe that annual and long-term incentives are essential to linking pay to performance, aligning compensation with organizational strategies and financial goals, and rewarding executives for the creation of shareholder value. For fiscal 2025, in the aggregate, 85% of the NEOs’ target TDC was at risk and tied to corporate performance (89% for the CEO and an average of 82% for the other NEOs).

  65. Best Compensation Practices and Policies

    | What We Do | | What We Do Not Do | | | √ | Heavy emphasis on variable compensation | × | No guaranteed salary increases or incentive guarantees | | √ | Balance of annual and long-term compensation to discourage short-term risk taking at the expense of long-term results | × | No employment contracts containing multi-year guarantees for salary increases, non-performance-based bonuses, or equity compensation | | √ | All long-term stock unit incentives vest based on performance | × | No “single trigger” change in control cash payments or equity vesting | | √ | Annual market comparison of executive compensation against a relevant peer group | × | No incentive plan payouts without justifiable performance linkage | | √ | Meaningful quantitative goals for performance-based annual and long-term compensation | × | No option backdating, repricing, or cash-out of underwater options | | √ | Quantitative strategic goals in annual cash incentive plan | × | No dividends or dividend equivalents paid on unvested PSUs or RSUs | | √ | Annual say-on-pay advisory vote | × | No golden parachute tax gross-ups | | √ | Rigorous stock ownership guidelines | × | No speculative trading, hedging on derivative transactions, or pledging of Arrow stock | | √ | Clawback policies covering cash and equity incentive compensation | × | No tax reimbursements on executive perquisites* | | √ | Limited perquisites | × | No stock options granted with an exercise price at less than fair market value |

  66. Base Salary

    | > | Relevant benchmarking data, which includes Peer Group and third-party general industry survey data. |

  67. Base Salary

    | Pay Element | Form | Performance Metric | | Annual Cash Incentives | Cash | > 70% Absolute EPS > 30% Strategic Goals |

  68. Base Salary

    Arrow’s annual cash incentives are designed to reward individuals for performance against pre – established metrics set by the Compensation Committee at the beginning of the year. Each participating NEO is assigned an annual cash incentive target based on the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking data. Actual annual cash incentive awards may be higher or lower than the market since awards are based on results against pre-established performance metrics and can range from 0% to 170% of the annual cash incentive target. In consultation with its independent compensation consultant, the Compensation Committee met in December 2024 to conduct its annual review of annual cash incentives and determine the 2025 annual cash incentives for each then-serving NEO. In light of his interim position, the Compensation Committee determined to exclude Mr. Austen from participation in Arrow’s 2025 annual cash incentive program. The table below provides a summary of the annual cash incentive targets for each NEO for fiscal 2024 and 2025:

  69. Base Salary

    | (1) Annual cash incentive amounts are reflective of the values as of December 31, 2024, and December 31, 2025. |

  70. Base Salary

    | (3) Mr. Marano’s annual cash incentive target was increased to reflect his expanded responsibilities, the ongoing evolution of the business, and to better align his compensation with market and peer practices. |

  71. Base Salary

    | (4) Ms. Zech’s annual cash incentive target was increased to better align with market and peer practices after not receiving an increase in 2024. |

  72. Base Salary

    | (5) The 2025 annual cash incentive target is reflective of Mr. Kerins’ annual cash incentive as of September 16, 2025 and the increase was to better align with market and peer practices after not receiving an increase in 2024. |

  73. 2025 Annual Cash Incentive Performance Goals and Results

    2025 Annual Cash Incentive Performance Goals and Results For fiscal 2025, the annual cash incentive for each of the participating NEOs was based on a combination of financial and strategic goals weighted at 70% and 30%, respectively. The 2025 annual cash incentive metrics and results against the targets of those metrics are summarized below. Financial Goals Each participating NEO can earn between 0% and 200% of the target award linked to our financial goals based on actual performance against annual financial targets. The Compensation Committee selected Absolute EPS to reinforce Arrow’s overall profit objectives based on the rationale that Absolute EPS is a primary driver of shareholder value creation. The 2025 Absolute EPS target setting process was informed by several macroeconomic indicators as well as supplier, other industry, and Gross Domestic Product forecasts impacting Arrow’s business at the time the goals were set in February 2025, including:

  74. 2025 Annual Cash Incentive Performance Goals and Results

    | > | An expected gradual recovery due to continued industry concerns about supply chain normalization and elevated customer inventory levels; |

  75. 2025 Annual Cash Incentive Performance Goals and Results

    | > | Arrow’s serviceable market uncertainty globally; |

  76. 2025 Annual Cash Incentive Performance Goals and Results

    | > | Rising geo-political tensions; and |

  77. 2025 Annual Cash Incentive Performance Goals and Results

    | > | Inflationary pressure. |

  78. 2025 Annual Cash Incentive Performance Goals and Results

    Based on similar historical cyclical downturns and the projected continuation of market conditions from the prior year, the Compensation Committee anticipated a challenging year in 2025 with the potential for a gradual recovery in the latter part of the year. With these considerations in mind, the Compensation Committee set the 2025 Absolute EPS target approximately 1% below the prior-year Absolute EPS results, but increasing approximately 4% on a constant currency basis consistent with the currency outlook at that time. This reduction was less than the profit decline that was experienced in 2024 and aligned with the then-current profit expectations for 2025. The target was aligned with the annual business plan and set ahead of market expectations at that time, reflecting the Compensation Committee’s commitment to setting challenging performance goals. The Compensation Committee believed that the targets were rigorous and would appropriately incentivize our executives.

  79. 2025 Annual Cash Incentive Performance Goals and Results

    | | 51 |

  80. 2025 Annual Cash Incentive Performance Goals and Results

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  81. 2025 Annual Cash Incentive Performance Goals and Results

    At the end of the performance period, the actual Absolute EPS result declined 5% relative to the prior year Absolute EPS result but increased 1% on a constant currency basis, confirming the difficult market environment anticipated by the Compensation Committee when setting 2025 targets. The Compensation Committee evaluated the resulting achievement outcomes, which were below target, and determined that the financial goals had appropriately aligned incentives with the actual performance of the Company and the leadership team in a challenging market environment and concluded that pay and performance were reasonably aligned.

  82. 2025 Annual Cash Incentive Performance Goals and Results

    | | | Performance Range | | | | | | | | (% of Target Payout) | | | | Payout | | | | Threshold | Target | Maximum | Actual | as a % of | | Metric | Weighting | (25%) | (100%) | (200%) | Result | Target | | Absolute EPS | 70.0% | $8.00 | $10.67 | $13.34 | $10.33 | 90.43% |

  83. 2025 Annual Cash Incentive Performance Goals and Results

    Note: Payouts are linearly interpolated for performance between threshold and maximum. For performance below threshold, there is no payout earned. Strategic Goals Each participating NEO can earn between 0% and 100% of the target award for these metrics based on actual performance against the annual strategic goals. Strategic metrics and goals are intended to be dynamic and reflect the relevant business priorities for the performance year. Each year, the Compensation Committee determines specific performance objectives that are designed to be rigorous and support the long-term success of Arrow’s strategy. For 2025, the Compensation Committee established performance objectives related to strategic growth metrics for our Global Components and ECS business units, along with a savings metric related to accelerated operating expense savings (“Opex Savings”). The 2025 target for Opex Savings was set below the 2024 actual achievement because, as we have progressed on our Opex Savings initiatives, incremental savings year over year become increasingly harder to achieve, so the new target was set at a level intended to represent a comparable degree of rigor for management to achieve in light of prior progress.

  84. 2025 Annual Cash Incentive Performance Goals and Results

    | | | Performance Range | | | | | | | (% of Target Payout) | | | Payout | | | | Threshold | Target/Maximum | Actual | as a % of | | Metric (1) | Weighting | (75%) | (100%) | Result | Target | | Global Components Strategic % Growth | 7.5% | 37.5 bps | 50 bps | Above Target | 100% | | Enterprise Computing Solutions Strategic % Growth | 7.5% | 75 bps | 100 bps | Above Target | 100% | | Opex Savings | 15.0% | $37.5M | $50.00M | $59.00M | 100% | | Total Strategic Goals Payout | | | | | 100% |

  85. 2025 Annual Cash Incentive Performance Goals and Results

    | (1) Payouts are linearly interpolated for performance between threshold and target, with no payout for performance below the threshold and no additional award for achieving above-target performance. |

  86. 2025 Annual Cash Incentive Performance Goals and Results

    | 52 | |

  87. 2025 Annual Cash Incentive Performance Goals and Results

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  88. 2025 Annual Cash Incentive Performance Goals and Results

    The performance with respect to both the Global Components strategic growth metric and the ECS strategic growth metric exceeded the target/maximum. The performance on the Opex Savings metric also exceeded the target/maximum. The Compensation Committee evaluated the resulting formulaic outcomes and determined that the goals had appropriately aligned the leadership team incentives with the actual performance of Arrow and concluded that pay and performance were reasonably aligned. Award Payouts The Absolute EPS and strategic goal achievements resulted in an overall award payout of 93.30% for our executive leadership, which the Compensation Committee approved. The table below sets forth the 2025 annual cash incentive awards paid to each NEO.

  89. 2025 Annual Cash Incentive Performance Goals and Results

    | | Target | | | Strategic | | | | | | Annual Cash | | Absolute | Goals | Total | | | | | Incentive | | EPS Payout | Payout | Payout | Total | | | Name | ($) | | (70% Weighting) | (30% Weighting) | (as % of Target) | Payout ($) | | | Rajesh K. Agrawal | | 700,000 | 90.43% | 100.00% | 93.30% | | 653,100 | | Eric C. Nowak(1) | € | 700,000 | 90.43% | 100.00% | 93.30% | € | 653,100 | | Richard J. Marano | | 750,000 | 90.43% | 100.00% | 93.30% | | 699,750 | | Gretchen K. Zech | | 725,000 | 90.43% | 100.00% | 93.30% | | 676,425 | | Sean J. Kerins(2) | | 2,200,000 | — | — | — | | — |

  90. 2025 Annual Cash Incentive Performance Goals and Results

    | (1) Mr. Nowak’s cash compensation is paid in euros because Mr. Nowak is employed in France. For purposes of this CD&A, when discussing his cash compensation, Arrow assumed an exchange rate of $1.17467 to €1.00 for 2025 which equates to $767,177 as of December 31, 2025. The Summary Compensation Table reflects the values in USD. |

  91. 2025 Annual Cash Incentive Performance Goals and Results

    | (2) Mr. Kerins’ annual cash incentive target above represents his target opportunity at the beginning of 2025. Pursuant to Mr. Kerins’ separation agreement, he is not eligible to receive a payout of his annual cash incentive as a result of his separation from Arrow. |

  92. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentive awards (also referred to as “LTIP”) are designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of the NEOs with the long-term interests of Arrow’s shareholders.

  93. Long-Term Incentive Awards

    | | 53 |

  94. Long-Term Incentive Awards

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  95. Long-Term Incentive Awards

    For 2025, the annual LTIP awards for NEOs (other than Mr. Austen) included a mix of PSUs and RSUs, designed to balance performance focus and retention while aligning executives with the long-term interests of shareholders. At least half of each award was delivered in performance-based equity, with the majority of the CEO and Global Presidents’ total LTIP award value granted in PSUs, reflecting the Compensation Committee’s increased emphasis on performance-based pay. The 2025 LTIP also incorporates a differentiated mix of performance metrics, including the introduction of a rTSR performance metric for Messrs. Kerins, Nowak, and Marano, which will extend to all NEOs beginning in 2026. The table below summarizes the key elements of the 2025 LTIP, including each award type, associated performance metrics, and design features:

  96. Long-Term Incentive Awards

    | LTIP Equity Mix | | | | Form | Performance Metric | Detail | | | > Three-year rEPS Growth > Three-year ROIC minus WACC > Vesting contingent on positive net income in the fiscal year of the initial grant | > Reinforces focus on profitable growth and disciplined capital deployment > Measures Arrow’s ability to grow earnings faster than peers while generating returns that exceed its cost of capital > Payout range is 0% to 185% of the target number of PSUs granted, based on performance over the three-year period > Realized value tied to stock price performance > Settled in shares of Arrow stock at the end of the three-year vesting term if the performance metrics are achieved | | PSUs | > Three-year rTSR > Succession planning goal for the Global Presidents > Vesting contingent on positive net income in the fiscal year of the initial grant | > Introduced in 2025 for the CEO and Global Presidents only; all NEOs will transition to an rTSR metric beginning in 2026 > Strengthens alignment between realized compensation and shareholders’ investment experience by tying payouts to Arrow’s market performance relative to peers > Payout range is 0% to 200% of the target number of PSUs granted, based on performance over a three-year period relative to the S&P 400 MidCap Index > Realized value tied to stock price performance > Any earned awards are capped at target if Arrow’s absolute TSR is negative > Settled in shares of Arrow stock at the end of the three-year vesting term based on rTSR performance and, in the case of the Global Presidents, a succession planning goal | | RSUs | > Vesting contingent on positive net income in the fiscal year of the initial grant | > Promotes retention of key leadership talent and aligns executive interests with shareholders through long-term stock ownership > Vests ratably over three years, subject to continued employment |

  97. Long-Term Incentive Awards

    Under the LTIP, awards are expressed in dollars and are customarily granted annually. To determine the annual long-term incentive award of Arrow’s CEO (which is then ratified by the Board’s independent directors), the Compensation Committee evaluates the CEO’s performance and also considers prior grant history, the Compensation Committee’s assessment of his contribution, potential contribution, Peer Group compensation benchmarking analysis, and the long-term incentive award practices of the Peer Group. The Compensation Committee also makes LTIP award decisions for other executives based on the abovementioned factors and input from the CEO, and each NEO is assigned an annual long-term incentive target based on the NEO’s level of responsibility, ability to impact overall results, and relevant benchmarking

  98. Long-Term Incentive Awards

    | 54 | |

  99. Long-Term Incentive Awards

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  100. Long-Term Incentive Awards

    data. These awards are set forth below. For more detail, including the expense to Arrow associated with each grant, see the table labeled “2025 Grants of Plan-Based Awards” below. We believe that Arrow’s three-year average burn rate of 0.76% of the weighted average basic common shares outstanding reflects its prudent management of equity shares used under its LTIP. The following section describes the structure of the 2025 LTIP, including the revised design for Messrs. Kerins, Nowak, and Marano—our CEO and Global Presidents—and the LTIP that continued to apply to the NEOs for 2025. The table below provides a summary of the target grant-date values of the annual long-term incentive awards for each NEO.

  101. Long-Term Incentive Awards

    | Name | 2024 | 2025 | % Change | | William F. Austen(1) | $N/A | $3,600,000 | N/A | | Rajesh K. Agrawal | $2,200,000 | $2,300,000 | 5% | | Eric C. Nowak(2) | $2,000,000 | $3,400,000 | 70% | | Richard J. Marano(2) | $1,200,000 | $3,500,000 | 192% | | Gretchen K. Zech | $1,500,000 | $1,700,000 | 13% | | Sean J. Kerins(2) (3) | $4,000,000 | $7,000,000 | 75% |

  102. Long-Term Incentive Awards

    | (1) Mr. Austen received a grant of RSUs in conjunction with his appointment as Interim President and CEO. These RSUs are scheduled to vest on the one-year anniversary of the grant date, subject to Mr. Austen’s continued service as Interim President and CEO or as a member of Arrow’s Board of Directors, through such date. |

  103. Long-Term Incentive Awards

    | (2) As noted above, the annual long-term incentive award increase for each of Messrs. Nowak, Marano, and Kerins was made to position their target total direct compensation closer to competitive market levels while maintaining a significant emphasis on at-risk, performance-based pay. In determining their increases, the Compensation Committee also considered individual performance and internal pay equity. |

  104. Long-Term Incentive Awards

    | (3) Mr. Kerins forfeited his 2025 long-term incentive awards upon his September 2025 separation from Arrow. |

  105. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    2025 LTIP for Messrs. Kerins, Nowak, and Marano As described under “Incentive Plans: 2025 Long-Term Incentive Program Updates” above, as part of its annual review, the Compensation Committee evaluated the effectiveness of the LTIP in supporting Arrow’s strategy and shareholder value creation. Following this review and informed by its review of peer practices and input from its independent compensation consultant, the Compensation Committee approved the following changes to the LTIP for 2025 that are intended to enhance the alignment between pay and performance, strengthen the connection between realized compensation and long-term shareholder outcomes, and ensure Arrow’s program remains competitive in attracting and retaining key leadership talent.

  106. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | | 55 |

  107. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  108. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | > | Added a separate PSU award based on three-year rTSR performance metric (rTSR PSU) for Messrs. Kerins, Nowak, and Marano—our CEO and Global Presidents, respectively—to ensure long-term incentives continue to align with Arrow’s strategic priorities and the interests of shareholders. The rTSR payout range is 0% to 200% of the target number of PSUs granted, based on performance over a three-year period relative to the S&P 400 MidCap Index as shown in the table below, with interpolation for performance between performance levels: |

  109. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | | rTSR Performance | Payout Percentage | | Performance Level | (Percentile Rank vs. Peer) | (% of Target) | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile or Above | 200% |

  110. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    The payout is capped at 200%, and performance below the threshold performance level results in a zero payout. If Arrow’s TSR is negative, the payout is capped at 100%. In addition, Messrs. Marano and Nowak’s rTSR PSU award has an additional performance measure relating to succession planning, with achievement to be determined at the end of the performance period by the Compensation Committee, following recommendation by the President and CEO.

  111. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | > | Maintained a three-year rEPS performance metric for annual PSU awards. Three-year rEPS growth and three-year ROIC minus WACC will also continue to drive actual PSU award outcomes, consistent with the design for the other NEOs, excluding Mr. Austen. For this portion of the award, three-year rEPS Growth metric is weighted at 60%, and the three-year average ROIC minus three-year WACC metric is weighted at 40%. See “A Closer Look at PSUs: 2025 Grants” below. |

  112. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | > | Recalibrated target LTIP award opportunities. In conjunction with the addition of rTSR PSUs, the Compensation Committee approved increases to the 2025 LTIP target award values for Messrs. Kerins, Nowak, and Marano. Prior to these adjustments, target LTIP opportunities for these roles were well below the median of Arrow’s compensation Peer Group. The updated award levels—$7 million for Mr. Kerins (which he forfeited upon his departure) and $3.4 and 3.5 million for Messrs. Nowak and Marano, respectively, positioned their target total direct compensation closer to competitive market levels while maintaining a significant emphasis on at-risk, performance-based pay. |

  113. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    The table below provides a summary of the target grant-date values of each form of annual long-term incentive award for Messrs. Kerins, Nowak, and Marano. The award values for the annual grants are based on the closing price of Arrow’s common stock on the grant date, which was $107.61, while the award values for the rTSR PSUs are based on the fair value on the award date, which was $131.51.

  114. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | | PSUs | | | | | | | | | rTSR | | rEPS & ROIC-WACC | | RSUs | | | | | Target | # | Target | # | Target | # | Total Target | | Name | Value | of Shares | Value | of Shares | Value | of Shares | Value | | Eric C. Nowak | $1,400,000 | 10,646 | $1,000,000 | 9,293 | $1,000,000 | 9,293 | $3,400,000 | | Richard J. Marano | $1,500,000 | 11,406 | $1,000,000 | 9,293 | $1,000,000 | 9,293 | $3,500,000 | | Sean J. Kerins (1) | $3,000,000 | 22,812 | $2,000,000 | 18,586 | $2,000,000 | 18,586 | $7,000,000 |

  115. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | (1) Mr. Kerins forfeited his 2025 long-term incentive awards upon his September 2025 separation from Arrow. |

  116. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | 56 | |

  117. 2025 LTIP for Messrs. Kerins, Nowak, and Marano

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  118. 2025 LTIP for Mr. Agrawal and Ms. Zech

    2025 LTIP for Mr. Agrawal and Ms. Zech The table below provides a summary of the target grant-date values of each form of annual long-term incentive award for Mr. Agrawal and Ms. Zech. The award values for the annual grants are based on the closing price of Arrow’s common stock on the grant date, which was $107.61.

  119. 2025 LTIP for Mr. Agrawal and Ms. Zech

    | | PSUs | | | | | | | rEPS & ROIC-WACC | | RSUs | | | | | Target | # | Target | # | Total Target | | Name | Value | of Shares | Value | of Shares | Value | | Rajesh K. Agrawal | $1,150,000 | 10,687 | $1,150,000 | 10,687 | $2,300,000 | | Gretchen K. Zech | $850,000 | 7,899 | $850,000 | 7,899 | $1,700,000 |

  120. PSUs

    PSUs

  121. A Closer Look at PSUs: 2025 Annual Grants

    A Closer Look at PSUs: 2025 Annual Grants In addition to the rTSR PSUs awarded to Messrs. Nowak, Marano, and Kerins, as described above, the 2025 annual PSU awards are tied to Arrow’s three-year (2025-2027) EPS growth as compared to the EPS growth of Arrow’s Peer Group (see the “The Role of Peer Companies” section below in this CD&A) and Arrow’s three - year average ROIC in excess of its three-year WACC. The calculation of WACC is defined as the sum of the after-tax cost of each capital component times its weight. The Compensation Committee chose these performance metrics and the range of payouts in order to reward participants for successfully balancing profit maximization and the efficient use of capital, both key drivers in creating shareholder value. The Compensation Committee established these performance goals to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The three-year rEPS Growth metric is weighted at 60%, and the three-year average ROIC minus three-year WACC metric is weighted at 40%. At the end of the performance period, the Compensation Committee reviews the outcome of the payout within the context of Arrow’s overall performance during the period, including an evaluation of the underlying metrics, and may implement a downward adjustment to the payout if the Compensation Committee concludes that an adjustment would be appropriate to align pay outcomes with performance.

  122. A Closer Look at PSUs: 2025 Annual Grants

    | | 57 |

  123. A Closer Look at PSUs: 2025 Annual Grants

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  124. rEPS PSU Payout Matrix (January 1, 2025 - December 31, 2027)

    rEPS PSU Payout Matrix (January 1, 2025 - December 31, 2027)

  125. rEPS PSU Payout Matrix (January 1, 2025 - December 31, 2027)

    | (1) There will be no payout if ROIC minus WACC is less than zero, except when determined otherwise in the Compensation Committee’s discretion. |

  126. rEPS PSU Payout Matrix (January 1, 2025 - December 31, 2027)

    | (2) The nine companies comprising the Peer Group are Avnet, Inc., CDW Corporation, Celestica Inc., Flex Ltd., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., TD SYNNEX Corporation, and Wesco International, Inc |

  127. rEPS PSU Payout Matrix (January 1, 2025 - December 31, 2027)

    Provided Arrow achieves a non-GAAP net income of greater than zero during the grant year, participants may earn up to 185% of their targeted rEPS PSUs based on performance against the pre-established performance goals, subject to the individual’s continued employment through the applicable vesting date and any rights provided under the applicable award agreement, Severance Policy (as defined below), and, in the case of Ms. Zech, her Participation Agreement (as defined below).

  128. rEPS PSU Payout for 2023 PSU Grants (January 1, 2023 – December 31, 2025)

    rEPS PSU Payout for 2023 PSU Grants (January 1, 2023 – December 31, 2025) Three-year average ROIC in excess of three-year WACC (40%). Results are measured at the end of the three-year performance period against Arrow’s internal target, which was set to exceed Arrow’s three-year WACC by 1.5% (as shown in the table below) and is based on an enduring value creation standard. Three-year rEPS Growth (60%). Results are measured by the change in Arrow’s EPS during the performance cycle as compared to the companies in the Peer Group and the relative ranking determines the payout as a percentage of target as shown in the table below. The performance period for the rEPS PSUs granted in 2023 was January 1, 2023 to December 31, 2025. The payout level was approved by the Compensation Committee in February 2026. Arrow determined its EPS growth ranked ninth among the reporting companies (a weighted result of 15%). Arrow’s average ROIC exceeded its WACC by 1.11% during the same period (a weighted result of 35%). As a result, in February 2026, the PSUs granted in 2023 vested at 50% of the target number of PSUs.

  129. rEPS PSU Payout for 2023 PSU Grants (January 1, 2023 – December 31, 2025)

    | 58 | |

  130. rEPS PSU Payout for 2023 PSU Grants (January 1, 2023 – December 31, 2025)

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  131. rEPS PSU Payout Matrix (January 1, 2023 - December 31, 2025)

    rEPS PSU Payout Matrix (January 1, 2023 - December 31, 2025)

  132. rEPS PSU Payout Matrix (January 1, 2023 - December 31, 2025)

    | (1) There will be no payout if ROIC minus WACC is less than zero, except when determined otherwise in the Compensation Committee’s discretion. |

  133. rEPS PSU Payout Matrix (January 1, 2023 - December 31, 2025)

    | (2) The nine companies comprising the Peer Group are Avnet, Inc., CDW Corporation, Celestica Inc., Flex Ltd., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., TD SYNNEX Corporation, and Wesco International, Inc. |

  134. RSUs

    RSUs Other than Mr. Austen’s grant, grants of RSUs vest in 25% increments on each of the first four anniversaries of the grant date, contingent upon Arrow achieving positive net income in the fiscal year of the initial grant and subject to the individual’s continued employment through the applicable vesting date and any rights provided under the applicable award agreement, Severance Policy, and, in the case of Ms. Zech, her Participation Agreement. RSUs are intended to provide the NEOs with the economic equivalent of a direct ownership interest in Arrow during the vesting period and provide Arrow with significant retention security. As noted above, Mr. Austen’s RSU grant vests on the 12-month anniversary of the date of grant, subject to Mr. Austen’s continued service as Interim President and CEO or as a member of Arrow’s Board of Directors, through such date.

  135. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Compensation Committee has selected and engaged Pearl Meyer as its independent compensation consultant to provide the Compensation Committee with expertise on various compensation matters, including competitive practices, market trends, and specific program design. Additionally, Pearl Meyer provides the Compensation Committee with competitive data regarding market compensation levels at the 25th, 50th, and 75th percentiles for total compensation and each major compensation element. Pearl Meyer reports to the Compensation Committee and, other than advising the Corporate Governance Committee on independent director compensation, does not provide any other services to Arrow or its management. The Compensation Committee annually assesses compensation advisors' independence and potential conflicts of interest in accordance with applicable law and NYSE listing standards. Based on its assessment, the Compensation Committee determined that Pearl Meyer is independent, and Pearl Meyer’s services have not raised any conflicts of interest.

  136. The Role of Peer Companies

    The Role of Peer Companies While the Compensation Committee believes targeting TDC around the market median is appropriate, target TDC levels can range from below-market to above-market based on factors such as experience and performance of the individual and Arrow or applicable business unit over time. For Arrow’s annual competitive benchmarking study, Pearl Meyer reviews compensation data of the Peer Group, as well as general industry survey data published by third parties. The Compensation Committee evaluates the appropriateness of each NEO’s compensation based on factors such as Company and business unit performance, job scope, individual performance, time in position, and alignment with comparable positions at companies in the Peer Group. To the extent the Compensation Committee deems that the compensation level associated with a NEO’s position versus the market (one measure of which is the Peer Group) is not aligned with the relevant factors, the Compensation Committee may choose to modify one or more of the NEO’s compensation components.

  137. The Role of Peer Companies

    | 60 | |

  138. The Role of Peer Companies

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  139. The Role of Peer Companies

    With input from its independent compensation consultant, the Compensation Committee annually reviews and approves the compensation Peer Group to evaluate whether it continues to meet Arrow’s objectives, based on the process set forth below under “Peer Group Selection Process.” Based on the Compensation Committee’s review during 2024, no changes were made to the Peer Group for 2025 as the Peer Group continues to be viewed as appropriately aligned with Arrow’s business and the factors set forth below.

  140. Peer Group Selection Process

    Peer Group Selection Process

  141. Peer Group Selection Process

    | Set an initial list of companies | | Screened initial list with established criteria | | Performed a robust analytical review that considered: | | > Other technology distributors > GICS code to determine industry relevance > Use of capital > Geographic footprint | | > Industry similarity > Peer similarity > Size similarity > Business model alignment | | > Market cap > Revenue > Market cap to revenue ratio > Return on invested capital > Gross margin > Dividend yield > TSR |

  142. Peer Group Selection Process

    | | 2025 PEER GROUP (the “Peer Group”) | | | > Avnet, Inc. | > Flex, Ltd. | > Jabil Inc. | | > CDW Corp. | > HP Enterprise Co. | > TD SYNNEX Corp. | | > Celestica Inc. | > HP Inc. | > WESCO International Inc. |

  143. Peer Group Selection Process

    | 2025 Peer Group Data (Millions) | | | | Percentile | Revenue(1) | Market Cap | | 25th | 22,994 | 11,984 | | Median | 28,844 | 19,093 | | 75th | 33,500 | 23,854 | | Arrow | 30,853 | 5,627 | | Percentile Rank | 56th | 11th |

  144. Peer Group Selection Process

    | (1) Trailing Twelve Months. Source: Company reports and Bloomberg market data. |

  145. Peer Group Selection Process

    The Compensation Committee also reviews other benchmarking data of companies outside of the Peer Group when deemed necessary and appropriate. This data can cover a variety of areas, such as equity vesting practices, the prevalence of performance metrics among peer companies, types of equity vehicles used by peer companies, severance practices, equity burn rates, and any other market data the Compensation Committee believes it needs to consider when evaluating Arrow’s executive compensation program.

  146. Peer Group Selection Process

    | | 61 |

  147. Peer Group Selection Process

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  148. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy The Incentive Compensation Clawback Policy operates separately from, and in addition to the Dodd-Frank Compensation Clawback Policy. The Incentive Compensation Clawback Policy permits Arrow, acting through its Compensation Committee, to recoup specific executive compensation from its executive officers (without duplication of any recoupment under the Dodd-Frank Compensation Clawback Policy), vice presidents, and other members of senior management, in the event of (i) a Restatement or (ii) an executive’s involvement in specified misconduct under the Incentive Compensation Clawback Policy (“Misconduct”). In the event of a Restatement, the Compensation Committee may require an employee to reimburse Arrow or to forfeit any excess incentive compensation (which could include PSUs and RSUs, whether or not vesting is tied to performance measures, under the LTIP) received by the employee during the three completed fiscal years immediately preceding the date on which Arrow is required to prepare a Restatement. In the event of Misconduct, the Compensation Committee may require an employee to reimburse Arrow or to forfeit any and all incentive compensation, including time-based awards, if the Misconduct occurred during any of the three fiscal years preceding the grant, payment, vesting, or settlement of the incentive compensation. Consistent with the Dodd-Frank Compensation Clawback Policy, the Incentive Compensation Clawback Policy prohibits Arrow from indemnifying or reimbursing the covered employee for any loss under the Incentive Compensation Clawback Policy.

  149. Policies Regarding Awarding of Equity Awards in Relation to Disclosure of Material Nonpublic Information

    Policies Regarding Awarding of Equity Awards in Relation to Disclosure of Material Nonpublic Information The Compensation Committee and senior management monitor Arrow’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Arrow’s equity grants under its executive compensation program consist of RSUs and PSUs and Arrow does not currently utilize options, stock-appreciation rights, or similar equity instruments as a component of its executive-officer compensation. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at the first regularly scheduled meeting of the calendar year as part of the annual compensation review and after results for the preceding fiscal year become available. Because the Compensation Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, the Board or Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. Arrow does not schedule its equity grants in anticipation of the release of MNPI nor does Arrow time the release of MNPI based on equity grant dates.

  150. Severance Policy and Change in Control Agreements

    Severance Policy and Change in Control Agreements Arrow has a policy for severance (“Severance Policy”) and a change in control retention agreement (“Change in Control Retention Agreement”) for its executives. The Severance Policy and Change in Control Retention Agreements, including a quantification of the benefits that the continuing NEOs would receive in the event of a qualifying termination under such arrangements, are described in detail in the heading “Agreements and Potential Payouts upon Termination or Change in Control.”

  151. Severance Policy and Change in Control Agreements

    | 64 | |

  152. Severance Policy and Change in Control Agreements

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  153. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table provides certain summary information concerning the compensation of the NEOs.

  154. 2025 SUMMARY COMPENSATION TABLE

    | | | | | | | | Change in | | | | | | | | | | | | Pension | | | Total | | | | | | | Stock | Non-Equity | Value & | | | Without | | | | | | Stock | Option | Incentive | NQDC | All Other | | Change in | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | Pension | | Name | Year | ($) | ($) | ($)(2) | ($)(3) | ($)(4) | ($)5) | ($)(6) | ($) | Value ($)(7) | | William F. Austen(1) | 2025 | 350,770 | — | 3,795,113 | — | — | — | 201,412 | 4,347,295 | 4,347,295 | | Interim President and Chief Executive Officer | | — | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — | — | | Rajesh K. Agrawal | 2025 | 700,000 | — | 2,300,056 | — | 653,100 | 308,265 | 34,932 | 3,996,353 | 3,688,088 | | Senior Vice President, Chief Financial Officer | 2024 | 700,000 | — | 2,200,060 | — | 493,360 | 430,299 | 15,784 | 3,839,503 | 3,409,204 | | | 2023 | 700,000 | — | 2,200,053 | — | 476,070 | 370,369 | 13,200 | 3,759,692 | 3,389,323 | | Eric C. Nowak(8) | 2025 | 822,269 | — | 3,400,095 | — | 767,177 | — | 160,920 | 5,150,461 | 5,150,461 | | President, Global Enterprise Computing Solutions | 2024 | 594,091 | — | 2,000,185 | — | 452,344 | — | 106,272 | 3,152,892 | 3,152,892 | | Richard J. Marano | 2025 | 750,000 | — | 3,500,043 | — | 699,750 | — | 22,532 | 4,972,325 | 4,972,325 | | President, Global Components | 2024 | 500,000 | — | 1,200,043 | — | 352,400 | — | 13,924 | 2,066,367 | 2,066,367 | | Gretchen K. Zech | 2025 | 725,000 | — | 1,700,023 | — | 676,425 | 984,435 | 36,274 | 4,122,157 | 3,137,722 | | Senior Vice President, Chief Governance, | 2024 | 675,000 | — | 1,500,084 | — | 475,740 | 509,483 | 17,300 | 3,177,607 | 2,668,124 | | Sustainability, and Human Resources Officer | 2023 | 675,000 | — | 1,500,030 | — | 459,068 | 971,404 | 16,700 | 3,622,202 | 2,650,798 | | Sean J. Kerins | 2025 | 784,104 | — | 7,000,084 | 380,206 | — | 850,350 | 249,796 | 9,264,540 | 8,414,190 | | Former President and Chief Executive Officer | 2024 | 1,000,000 | — | 4,000,068 | — | 1,409,600 | 1,800,904 | 18,722 | 8,229,294 | 6,428,390 | | | 2023 | 1,000,000 | — | 4,000,040 | — | 1,360,200 | 2,517,506 | 14,068 | 8,891,814 | 6,374,308 |

  155. 2025 SUMMARY COMPENSATION TABLE

    | (1) Mr. Austen was appointed to the position of Interim President and CEO, effective September 16, 2025. For the period January 1, 2025 through September 15, 2025, Mr. Austen received compensation in connection with his service as an independent director, which is included in the Stock Awards and All Other Compensation columns. See “2025 Independent Director Compensation” above for a discussion of our director compensation program. |

  156. 2025 SUMMARY COMPENSATION TABLE

    | (2) Amounts shown under the heading “Stock Awards” reflect the aggregate grant date fair values of such awards computed in accordance with FASB ASC Topic 718, excluding estimates of forfeitures. For Mr. Austen the amount shown represents the grant date fair value of 1,694 RSUs granted to him in connection with his service as an independent director and 29,753 RSUs granted to him in connection with his appointment to Interim President and CEO. For stock awards subject to performance conditions, such awards are computed based upon the probable outcome of the performance conditions as of the grant date. Assuming the maximum performance is achieved for stock awards that are subject to performance conditions, amounts shown under this heading for the NEOs would be as follows: Mr. Agrawal, $3,277,580; Mr. Nowak, $5,141,288; Mr. Marano, $5,304,856; Ms. Zech, $2,422,532; and Mr. Kerins, $10,609,711. Under FASB ASC Topic 718, the number of vested shares ultimately settled related to the rTSR PSUs is based on a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the rTSR PSUs granted to Messrs. Kerins, Nowak or Marano that could be calculated and disclosed based on achievement of the underlying market condition. Additional information on methodologies and assumptions made when calculating the grant date fair value of our stock awards is found in Note 12 to Arrow’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025. |

  157. 2025 SUMMARY COMPENSATION TABLE

    | (3) Mr. Kerins separated from Arrow, effective September 16, 2025. Mr. Kerins forfeited his annual cash incentive award and the unvested long-term incentive awards held by Mr. Kerins, including the awards granted in 2025, were forfeited in connection with his separation from Arrow. In addition, the amount listed in the “Option Awards” column represents the incremental fair value incurred in connection with the modification of his option awards to extend the post-termination exercise period. For assumptions used in determining these values, see note 12 to the consolidated financial statements contained in the Company’s Form 10-K. |

  158. 2025 SUMMARY COMPENSATION TABLE

    | | 67 |

  159. 2025 SUMMARY COMPENSATION TABLE

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  160. 2025 SUMMARY COMPENSATION TABLE

    | (4) The amounts shown under “Non-Equity Incentive Compensation” are the actual amounts paid for the achievement of both the financial and strategic goals related to the NEO’s annual cash incentive award. |

  161. 2025 SUMMARY COMPENSATION TABLE

    | (5) The amounts shown under the column “Change in Pension Value & NQDC Earnings” reflect the year-to-year change in the present value of each NEO’s accumulated pension plan benefit as discussed under the heading “Supplemental Executive Retirement Plan.” |

  162. 2025 SUMMARY COMPENSATION TABLE

    | (6) See the All Other Compensation — Detail table below. |

  163. 2025 SUMMARY COMPENSATION TABLE

    | (7) The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to Arrow’s performance and are outside the control of the Compensation Committee. |

  164. 2025 SUMMARY COMPENSATION TABLE

    | (8) Mr. Nowak’s cash compensation is paid in euros because Mr. Nowak is employed in France. For purposes of this Summary Compensation Table, with respect to cash compensation, Arrow assumed an exchange rate of $1.0404 to €1.00 for 2024 and $1.17467 to €1.00 for 2025. |

  165. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding the annual cash incentives, PSUs, and RSUs awarded in 2025. No stock options were granted in 2025.

  166. 2025 GRANTS OF PLAN-BASED AWARDS

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | | All Other | All Other | | Grant | | | | | | | | | | Stock | Option | | Date | | | | | | | | | | Awards: | Awards: | Exercise | Fair Value | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts | | | Number | Number of | or Base | of Stock | | | | Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | of Shares | Securities | Price of | and | | | | Awards (1) | | | Awards (2) | | | of Stock | Underlying | Option | Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | (#) | ($/Sh) | ($)(4) | | William F. Austen | 5/6/2025 | — | — | — | — | — | — | 1,694 | — | — | 195,000 | | | 9/30/2025 | — | — | — | — | — | — | 29,753 | — | — | 3,600,113 | | Rajesh K. Agrawal | Corp EC Target | 280,000 | 700,000 | 1,190,000 | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | 2,137 | 10,687 | 19,771 | — | — | — | 1,150,028 | | | 2/11/2025 | — | — | — | — | — | — | 10,687 | — | — | 1,150,028 | | Eric C. Nowak | Corp EC Target | 328,908 | 822,269 | 1,397,857 | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | 1,859 | 9,293 | 17,192 | — | — | — | 1,000,020 | | | 2/11/2025 | | | | 5,323 | 10,646 | 19,695 | | | | 1,400,055 | | | 2/11/2025 | — | — | — | — | — | — | 9,293 | — | — | 1,000,020 | | Richard J. Marano | Corp EC Target | 300,000 | 750,000 | 1,275,000 | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | 1,859 | 9,293 | 17,192 | — | — | — | 1,000,020 | | | 2/11/2025 | | | | 5,703 | 11,406 | 21,101 | — | — | — | 1,500,003 | | | 2/11/2025 | — | — | — | — | — | — | 9,293 | — | — | 1,000,020 | | Gretchen K. Zech | Corp EC Target | 290,000 | 725,000 | 1,232,500 | — | — | — | — | — | — | — | | | 2/11/2025 | — | — | — | 1,580 | 7,899 | 14,613 | — | — | — | 850,011 | | | 2/11/2025 | — | — | — | — | — | — | 7,899 | — | — | 850,011 | | Sean J. Kerins(5) | Corp EC Target | 880,000 | 2,200,000 | 3,740,000 | — | — | — | — | — | — | — | | | (6) | — | — | — | — | — | — | 78,053 | — | — | 380,206 | | | 2/11/2025 | — | — | — | 3,717 | 18,586 | 34,384 | — | — | — | 2,000,039 | | | 2/11/2025 | — | — | — | 11,406 | 22,812 | 42,202 | — | — | — | 3,000,006 | | | 2/11/2025 | — | — | — | — | — | — | 18,586 | — | — | 2,000,039 |

  167. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts reported above assume that the performance standard achieved is at threshold, target, or maximum for the financial performance metric and each strategic performance metric; see the “Annual Cash Incentives” section in the CD&A for more information. For more information, please see the “Annual Cash Incentives” section in the CD&A. |

  168. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) These columns indicate the potential number of units that will be earned based on each of the NEO’s PSU awards granted in 2025. Assuming a payout greater than zero units, the threshold unit payout for the rEPS and ROIC in excess of WACC PSUs begins at 20% of the target number of units and up to a maximum payout of 185% of the target number of units. The grant amount is equal to the target amount at achievement of 100%. For the rTSR PSUs, the threshold payout begins at 50% of the target number of units and up to a maximum payout of 200% of the target number of units, with the payout capped at 100% of target if Arrow’s absolute TSR is negative. The grant amount is equal to the target amount of achievement at 100%. PSUs vest, if at all, depending on whether vesting conditions are met after the end of the three-year performance period and after the Compensation Committee determines the attainment level. For more information, please see the “Long-Term Incentive Awards” section in the CD&A for more information. |

  169. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) This column reflects the number of RSUs granted in 2025. For NEOs other than Mr. Austen, RSUs vest in 25% annual increments on the first through fourth anniversaries of the grant date, Mr. Austen’s RSUs vest on the one-year anniversary of the grant date. Please see the “Long-Term Incentive Awards” section in the CD&A for more information. |

  170. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) Grant date fair values for RSUs and PSUs are calculated in accordance with FASB ASC Topic 718, reflecting the number of shares awarded (at target for the PSUs) multiplied by the grant date closing market price of Arrow common stock except for the rTSR PSU awards which are multiplied by the fair value estimate using the Monte Carlo simulation model. Additional information on methodologies and assumptions made when calculating the grant date fair value of our stock awards is found in Note 12 to Arrow’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025. |

  171. 2025 GRANTS OF PLAN-BASED AWARDS

    | (5) Mr. Kerins forfeited his annual cash incentive award and the unvested long-term incentive awards held by Mr. Kerins, including the awards granted in 2025, were forfeited in connection with his separation from Arrow. |

  172. 2025 GRANTS OF PLAN-BASED AWARDS

    | | 69 |

  173. 2025 GRANTS OF PLAN-BASED AWARDS

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  174. 2025 GRANTS OF PLAN-BASED AWARDS

    | (6) The amount listed in this row reflects the number of stock options with the post-termination exercise period extended in connection with Mr. Kerins’ separation and the modification charge associated with the extension of the stock option exercise period on such stock options. |

  175. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below titled “2025 Outstanding Equity Awards at Fiscal Year-End” shows: (i) the number of outstanding stock option awards that are vested and unvested as of December 31, 2025; (ii) the exercise price and expiration date of those options; (iii) the aggregate number and value of all unvested RSUs as of December 31, 2025; and (iv) the aggregate number and value of all PSUs as of December 31, 2025, granted under a performance plan whose performance period has not yet been completed. The values ascribed to the awards in the table below may or may not be realized by their recipients, depending on the share prices at the time of vesting or exercise and the achievement of the metrics upon which the PSUs depend. The award values are based on the closing price of Arrow’s common stock on December 31, 2025, which was $110.18. For additional information regarding the impact of a change in control of Arrow on equity awards, see under the heading below entitled “Performance Stock Unit, Restricted Stock Unit, and Non-Qualified Stock Option Award Agreements.”

  176. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2025 Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | Market | Plan Awards; | Market or | | | | | | | | | | Value of | Number of | Payout Value | | | | Number of | Number of | | | | Number of | Shares or | Unearned | of Unearned | | | | Securities | Securities | | | | Shares or | Units of | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | | Units of | Stock Held | or Other | or Other | | | | Unexercised | Unexercised | Option | Option | Stock | Stock Held | That Have | Rights That | Rights That | | | Option | Options – | Options – | Exercise | Expiration | Award | That Have | Not Yet | Have Not | Have Not Yet | | | Grant | Exercisable | Unexercisable | Price | Date | Grant | Not Vested | Vested | Yet Vested | Vested | | Name | Date(1) | (#)(1) | (#)(1) | ($)(1) | (1) | Date | (#)(2) | ($)(2) | (#)(3) | ($)(3) | | William F. Austen | | — | — | — | — | 05/06/2025 | 1,694 | 186,645 | — | — | | | | — | — | — | — | 09/30/2025 | 29,753 | 3,278,186 | — | — | | Rajesh K. Agrawal | | — | — | — | — | 09/14/2022 | 10,089 | 1,111,606 | — | — | | | | — | — | — | — | 02/15/2023 | 4,422 | 487,216 | — | — | | | | — | — | — | — | 02/21/2024 | 7,168 | 789,770 | — | — | | | | — | — | — | — | 02/11/2025 | 10,687 | 1,177,494 | — | — | | | | — | — | — | — | 02/15/2023 | — | — | 8,845(4) | 974,542 | | | | — | — | — | — | 02/21/2024 | — | — | 9,558(5) | 1,053,100 | | | | — | — | — | — | 02/11/2025 | — | — | 10,687(6) | 1,177,494 | | Eric C. Nowak | 02/19/2019 | 7,166 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 7,891 | — | 79.22 | 02/19/2030 | — | — | — | — | — | | | | — | — | — | — | 02/16/2022 | 685 | 75,473 | — | — | | | | — | — | — | — | 02/15/2023 | 1,407 | 155,023 | — | — | | | | — | — | — | — | 02/21/2024 | 2,281 | 251,321 | — | — | | | | — | — | — | — | 05/07/2024 | 885 | 97,509 | — | — | | | | — | — | — | — | 09/17/2024 | 2,893 | 318,751 | — | — | | | | — | — | — | — | 02/11/2025 | 9,293 | 1,023,903 | — | — | | | | — | — | — | — | 02/15/2023 | — | — | 2,814(4) | 310,047 | | | | — | — | — | — | 02/21/2024 | — | — | 3,041(5) | 335,057 | | | | — | — | — | — | 05/07/2024 | — | — | 1,181(5) | 130,123 | | | | — | — | — | — | 09/17/2024 | — | — | 3,858(5) | 425,074 | | | | — | — | — | — | 02/11/2025 | — | — | 9,293(6) | 1,023,903 | | | | — | — | — | — | 02/11/2025 | — | — | 10,646(7) | 1,172,976 | | Richard J. Marano | 02/19/2019 | 551 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 2,732 | — | 79.22 | 02/19/2030 | — | — | — | — | — | | | | — | — | — | — | 02/16/2022 | 538 | 59,277 | — | — | | | | — | — | — | — | 02/15/2023 | 1,206 | 132,877 | — | — | | | | — | — | — | — | 02/21/2024 | 3,910 | 430,804 | — | — | | | | — | — | — | — | 02/11/2025 | 9,293 | 1,023,903 | — | — | | | | — | — | — | — | 02/15/2023 | — | — | 2,412(4) | 265,754 | | | | — | — | — | — | 02/21/2024 | — | — | 5,213(5) | 574,368 | | | | — | — | — | — | 02/11/2025 | — | — | 9,293(6) | 1,023,903 | | | | — | — | — | — | 02/11/2025 | — | — | 11,406(7) | 1,256,713 |

  177. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 70 | |

  178. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  179. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2025 Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | Market | Plan Awards; | Market or | | | | | | | | | | Value of | Number of | Payout Value | | | | Number of | Number of | | | | Number of | Shares or | Unearned | of Unearned | | | | Securities | Securities | | | | Shares or | Units of | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | | Units of | Stock Held | or Other | or Other | | | | Unexercised | Unexercised | Option | Option | Stock | Stock Held | That Have | Rights That | Rights That | | | Option | Options – | Options – | Exercise | Expiration | Award | That Have | Not Yet | Have Not | Have Not Yet | | | Grant | Exercisable | Unexercisable | Price | Date | Grant | Not Vested | Vested | Yet Vested | Vested | | Name | Date(1) | (#)(1) | (#)(1) | ($)(1) | (1) | Date | (#)(2) | ($)(2) | (#)(3) | ($)(3) | | Gretchen K. Zech | 02/19/2019 | 14,331 | — | 81.05 | 02/16/2029 | — | — | — | — | — | | | 02/19/2020 | 15,785 | — | 79.22 | 02/19/2030 | — | — | — | — | — | | | | — | — | — | — | 02/16/2022 | 1,468 | 161,744 | — | — | | | | — | — | — | — | 02/15/2023 | 3,015 | 332,193 | — | — | | | | — | — | — | — | 02/21/2024 | 4,887 | 538,450 | — | — | | | | — | — | — | — | 02/11/2025 | 7,899 | 870,312 | | | | | | — | — | — | — | 02/15/2023 | — | — | 6,031(4) | 664,496 | | | | — | — | — | — | 02/21/2024 | — | — | 6,517(5) | 718,043 | | | | — | — | — | — | 02/11/2025 | — | — | 7,899(6) | 870,312 | | Sean J. Kerins(8) | 02/23/2016 | 14,880 | — | 56.43 | 02/22/2026 | — | — | — | — | — | | | 02/21/2017 | 14,370 | — | 73.86 | 02/19/2027 | — | — | — | — | — | | | 02/20/2018 | 14,054 | — | 81.95 | 09/16/2027 | — | — | — | — | — | | | 02/19/2019 | 16,538 | — | 81.05 | 09/16/2027 | — | — | — | — | — | | | 02/19/2020 | 18,211 | — | 79.22 | 09/16/2027 | — | — | — | — | — |

  180. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) These columns reflect the grant date, number of options exercisable and unexercisable, exercise price, and expiration date for all stock options under each award. All of the awards were issued under Arrow’s 2004 Omnibus Incentive Plan. Accordingly, all stock options: (a) have an exercise price equal to the closing market price of Arrow’s common stock on the grant date; (b) vested in four equal amounts on the first, second, third, and fourth anniversaries of the grant date; and (c) expire ten years after the grant date, subject to earlier expiration per the terms of a separation agreement or other contract between Arrow and the NEO. |

  181. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) These columns reflect the number of unvested RSUs held by each NEO under each award and the associated value. The dollar value of those units is calculated using the closing market price of Arrow’s common stock on December 31, 2025. Except as otherwise noted, the RSUs reported in this column vest in four equal amounts on the grant date's first, second, third, and fourth anniversaries. |

  182. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) These columns show the number of shares of Arrow common stock each NEO would receive under each grant of PSUs, assuming that the performance criteria achievement is 100%. The dollar value of those stock units is calculated using the closing market price of Arrow’s common stock on December 31, 2025. PSUs vest, if at all, depending on whether vesting conditions are met after the end of the three-year performance period and after the Compensation Committee determines the attainment level. |

  183. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) These PSUs vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2023 to 2025 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  184. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) These PSUs vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2024 to 2026 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  185. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) These PSUs vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year EPS growth goals compared to the EPS growth of Arrow’s Peer Group and Arrow’s three-year average ROIC in excess of its three-year WACC over the 2025 to 2027 performance period. Due to the cumulative goals, the amounts reported in this column are based on target achievement of the applicable performance goals. |

  186. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) These Relative Total Shareholder Return PSUs vest upon the Compensation Committee’s certification of our Company’s cumulative achievement of specific three-year Total Shareholder Return goals compared to the S&P 400 Midcap Peer Group over the 2025 to 2027 performance period. Based on Arrow’s performance through December 31, 2025, these PSUs are reported at target in accordance with the SEC disclosure rules. |

  187. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) The unvested long-term incentive awards held by Mr. Kerins, including the awards granted in 2025, were forfeited in connection with his separation from Arrow. |

  188. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 71 |

  189. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  190. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table sets forth the maximum potential number of PSUs which may be awarded to each of the NEOs for PSU awards granted in 2025, 2024, and 2023. For more information, please see the “Long-Term Incentive Awards” section in the CD&A.

  191. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Maximum Performance Stock Units | | | | Name | 2023 | 2024 | 2025 | | William F. Austen | — | — | — | | Rajesh K. Agrawal | 16,363 | 17,682 | 19,771 | | Eric C. Nowak | 5,206 | 14,948 | 36,887 | | Richard J. Marano | 4,462 | 9,644 | 38,293 | | Gretchen K. Zech | 11,157 | 12,056 | 14,613 | | Sean J. Kerins(1) | 29,754 | 32,149 | 76,586 |

  192. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Award amounts for Mr. Kerins are reflective of awards that were forfeited upon his separation from Arrow on September 16, 2025. |

  193. STOCK VESTED AND OPTIONS EXERCISED IN 2025

    STOCK VESTED AND OPTIONS EXERCISED IN 2025 The following table provides information concerning the value realized by each NEO upon the vesting of RSUs and PSUs and the exercise of stock options during 2025. The value realized on the vesting of RSUs and PSUs is based on the number of shares vesting and the closing market price of Arrow’s common stock on the vesting date. The value realized on the exercise of stock options shown below is based on the difference between the exercise price per share paid by the executive and the closing market price of Arrow’s common stock on the exercise date.

  194. STOCK VESTED AND OPTIONS EXERCISED IN 2025

    | Options Exercised and Stock Vested | | | | | | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | William F. Austen(1) | — | — | 1,456 | 168,164 | | Rajesh K. Agrawal | — | — | 14,691 | 1,802,322 | | Eric C. Nowak | — | — | 10,283 | 1,130,222 | | Richard J. Marano | — | — | 4,754 | 517,704 | | Gretchen K. Zech | 13,746 | 594,266 | 10,829 | 1,174,490 | | Sean J. Kerins | 11,783 | 530,588 | 25,778 | 2,808,384 |

  195. STOCK VESTED AND OPTIONS EXERCISED IN 2025

    | (1) Represents the vesting of the RSU award granted in May 2024 pursuant to Mr. Austen’s annual RSU distribution election. |

  196. STOCK VESTED AND OPTIONS EXERCISED IN 2025

    | 72 | |

  197. STOCK VESTED AND OPTIONS EXERCISED IN 2025

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  198. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION The Executive Deferred Compensation Plan (“EDCP”) was frozen to new contributions as of December 31, 2019. None of the current NEOs participated in the EDCP. The EDCP allows participants to direct their plan assets among the same investment choices as available under the Arrow Electronics, Inc. 401(k) Savings Plan. Distribution options include in-service withdrawals or lump sum payments made at the time of separation from service.

  199. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | Pension Benefits | | | | | | Number of Years of | Present Value of | Payments During | | | Credited Service | Accumulated Benefit | Last Fiscal Year | | Name | (#) | ($) | ($) | | William F. Austen(1) | — | — | — | | Rajesh K. Agrawal | 2.83 | 1,108,933 | — | | Eric C. Nowak(2) | — | — | — | | Richard J. Marano(3) | 1.33 | — | — | | Gretchen K. Zech | 14.08 | 5,473,785 | — | | Sean J. Kerins(4) | 11.25 | 9,975,586 | — |

  200. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | (1) In connection with his appointment as Interim President and CEO, Mr. Austen was not entitled to receive the benefits provided under the SERP. |

  201. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | (2) As Mr. Nowak is employed in France, he is not eligible for SERP participation. |

  202. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | (3) As Mr. Marano’s SERP participation prior to age 60 was of short duration and he had large defined contribution offsets, his SERP benefits are reduced to zero in accordance with the terms of the plan. |

  203. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | (4) In connection with his separation, Mr. Kerins became entitled to receive the benefits provided to him under the SERP for a separation from service following his normal retirement date under the terms of the SERP. |

  204. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    The SERP provides that if a participant’s employment is terminated involuntarily without “cause” or voluntarily for “good reason,” in either case within two years after a “change in control” of Arrow, the participant will receive an annual benefit under the SERP upon reaching age 60. The payment amount is based on the amount accrued up to the time of the termination. No payments will be made if the participant is not yet age 50 at the time of the “change in control” related termination. Should a participant become disabled before retiring, their accrued SERP benefits will generally commence at age 60, subject to reduction for Company-paid disability benefits received for the same payment period and termination prior to age 60. Benefits under the SERP may terminate, with no further obligation to the recipient, if the participant becomes involved with an entity that competes with Arrow (except for limited ownership of stock in a publicly traded company). The present values of the SERP benefit accrued through year-end by the NEOs in the event of termination, death, disability, or a change in control of Arrow are set forth in the table labeled “2025 Potential Payouts Upon Termination” below.

  205. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | 74 | |

  206. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  207. AGREEMENTS AND POTENTIAL PAYOUTS UPON TERMINATION OR CHANGE IN CONTROL

    AGREEMENTS AND POTENTIAL PAYOUTS UPON TERMINATION OR CHANGE IN CONTROL Arrow does not enter into employment agreements with senior management. Arrow does, however, have a Severance Policy and an Executive Change in Control Retention Agreement for its executives. Neither Mr. Austen nor Mr. Nowak are eligible for the Severance Policy and the Executive Change in Control Retention Agreement.

  208. CEO PAY RATIO

    CEO PAY RATIO In compliance with the pay ratio disclosure requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Arrow is providing the following information about the ratio of the annual total compensation paid to the individual identified as its median paid employee and the annual total compensation of the CEO, Mr. Austen. The 2025 annual total compensation of the individual identified as the median-paid employee, other than Arrow’s CEO, was $69,508. Mr. Austen’s 2025 annual total compensation was $5,196,525. The total compensation reported for 2025 differs from the “Total” column of the 2025 Summary Compensation Table as a result of the annualization of Mr. Austen’s compensation to reflect his September 16, 2025 appointment to the position of Interim President and Chief Executive Officer. To annualize Mr. Austen’s compensation, we adjusted his base salary to reflect his annual base salary established in connection with his appointment which became effective on September 16, 2025. We did not adjust Mr. Austen’s 2025 long-term incentive award as it was not adjusted to reflect his mid-year appointment. As a result, we estimate that for 2025, the ratio of these amounts was 1-to-75. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules and based on payroll and employment records and the methodology described above. The estimates and assumptions that we use may differ from those used by other companies, including those in our Peer Group described in the CD&A. The following summarizes the methodology, material assumptions, adjustments, and estimates Arrow used for calculating the CEO pay ratio:

  209. CEO PAY RATIO

    | > | Employee Measurement Date: Arrow utilized the entire global population of approximately 22,230 eligible employees on December 31, 2025. |

  210. CEO PAY RATIO

    | > | Exclusions: The number of US and non-US employees prior to exemption were approximately 4,010 and 18,220, respectively. Employees from the following non-US jurisdictions that collectively constitute 5% or less of the total global workforce were excluded: Egypt (799), Japan (202), Estonia (75), Philippines (25), and Costa Rica (3). The total number of employees excluded was approximately 1,100. Therefore, the total number of US and non-US employees used in the final analysis was 4,010 and 17,120, respectively. |

  211. CEO PAY RATIO

    | > | Compensation Time Period: Arrow measured compensation for the above employees using the 12-month period ending December 31, 2025. |

  212. CEO PAY RATIO

    | > | Determining the Median Paid Employee: While total annual compensation for each of the median employee and the CEO is used to calculate the pay ratio, the SEC allows companies to use a different compensation measure for identifying the median employee. We used target total cash (base + target bonus) as the consistently applied compensation measure to identify the median paid employee. |

  213. CEO PAY RATIO

    Base pay for hourly employees was calculated based on a reasonable estimate of hours worked in 2025 and on salary levels for all remaining employees. Using this methodology, Arrow identified its 2025 median paid employee, a full-time, hourly employee, located in the United States.

  214. CEO PAY RATIO

    | > | Determining Median Paid Employee’s Pay for CEO Ratio: The individual identified as the median paid employee had an annual compensation in the amount of $69,508 for fiscal 2025, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |

  215. CEO PAY RATIO

    | > | Determining the CEO’s Pay for CEO Ratio: With respect to the annual total compensation of the CEO, Arrow used the annualized base salary amount for Mr. Austen which differs from the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement as described above. |

  216. CEO PAY RATIO

    | 82 | |

  217. CEO PAY RATIO

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  218. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Rules”), the following table sets forth information regarding the relationship between “compensation actually paid” as calculated per the Rules, and certain financial performance measures of Arrow for the years ended December 31, 2025, 2024, 2023, 2022, and 2021 for each individual who served as our Principal Executive Officer (“PEO”) and our other NEOs during each year. Refer to the “Executive Compensation” section in the CD&A for further information concerning Arrow’s variable pay-for-performance philosophy and how Arrow aligns executive compensation with Company performance, and how the Compensation Committee makes its decisions.

  219. PAY VERSUS PERFORMANCE

    | | | | | | | | Average | Average | | | Summary | Summary | Summary | | | | Summary | Compensation | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Actually | | | Table Total for | Table Total for | Table Total for | Actually Paid | Actually Paid | Actually Paid | Table Total | Paid to | | | First | Second | Third | to First | to Second | to Third | for Non-PEO | Non-PEO | | Year(1) (a) | PEO(2) (b) | PEO(2) (c) | PEO(2) (d) | PEO(3) (e) | PEO(3) (f) | PEO(3) (g) | NEOs(2) (h) | NEOs(3) (i) | | 2025 | $4,347,295 | $9,264,540 | n/a | $3,830,368 | (4,443,659) | n/a | $4,560,324 | $4,212,341 | | 2024 | n/a | $8,229,294 | n/a | n/a | $6,233,382 | n/a | $2,895,533 | $2,176,724 | | 2023 | n/a | $8,891,814 | n/a | n/a | $8,801,499 | n/a | $3,224,995 | $3,983,576 | | 2022 | n/a | $7,478,225 | $11,550,022 | n/a | $8,049,694 | $6,516,685 | $2,734,955 | $2,070,990 | | 2021 | n/a | n/a | $12,880,838 | n/a | n/a | $24,843,768 | $3,902,722 | $6,736,978 |

  220. PAY VERSUS PERFORMANCE

    | | Value of Initial Fixed | | | | | | $100 Investment Based | | | | | | On: | | | | | | | Peer | | | | | Arrow's | Group | | | | | Total | Total | Net | | | | Shareholder | Shareholder | Income | Absolute | | Year(1) (a) | Return(4) (j) | Return(5) (k) | (in millions)(6) (l) | EPS(7) (m) | | 2025 | $113 | $249 | $571 | $10.33 | | 2024 | $116 | $200 | $392 | $10.83 | | 2023 | $126 | $170 | $904 | $17.06 | | 2022 | $107 | $132 | $1,427 | $23.13 | | 2021 | $138 | $147 | $1,108 | $15.60 |

  221. PAY VERSUS PERFORMANCE

    | (1) NEOs included in these columns reflect the following: |

  222. PAY VERSUS PERFORMANCE

    | Year | PEOs | Non-PEO NEOs | | 2025 | William F. Austen (PEO 1) Sean J. Kerins (PEO 2) | Rajesh K. Agrawal, Eric C. Nowak, Richard J. Marano, Gretchen K. Zech | | 2024 | Sean J. Kerins (PEO 2) | Rajesh K. Agrawal, Eric C. Nowak, Gretchen K. Zech, Richard J. Marano, Kristin D. Russell | | 2023 | Sean J. Kerins (PEO 2) | Rajesh K. Agrawal, Gretchen K. Zech, Kristin D. Russell, Carine L. Jean-Claude, Michael J. Long, Kirk D. Schell | | 2022 | Sean J. Kerins (PEO 2) Michael J. Long (PEO 3) | Rajesh K. Agrawal, Kirk D. Schell, Gretchen K. Zech, Vincent P. Melvin, Richard A. Seidlitz, Christopher D. Stansbury | | 2021 | Michael J. Long (PEO 3) | Sean J. Kerins, Christopher D. Stansbury, Gretchen K. Zech, Vincent P. Melvin |

  223. PAY VERSUS PERFORMANCE

    | (2) Amounts reflect the “Summary Compensation Table” for our NEOs as disclosed for the applicable reporting year. |

  224. PAY VERSUS PERFORMANCE

    | (3) The following table shows the adjustment to the total compensation reported in the “Summary Compensation Table” for the applicable reporting year for our PEOs, as well as the average for our other NEOs, to determine “compensation actually paid,” as computed in accordance with the Rules. Because “compensation actually paid,” as calculated per the Rules, requires the inclusion of equity awards as compensation prior to vesting of the awards, the amounts reported below do not reflect the actual compensation earned by or paid to our NEOs during the applicable year, with a significant portion of the “compensation actually paid” subject to forfeiture if the underlying vesting conditions are not achieved. |

  225. PAY VERSUS PERFORMANCE

    | | 83 |

  226. PAY VERSUS PERFORMANCE

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  227. PAY VERSUS PERFORMANCE

    | | 2025 | | | | | | | Non-PEO | | | PEO 1 | PEO 2 | NEO Average | | Total Compensation from the Summary Compensation Table | $4,347,295 | $9,264,540 | $4,560,324 | | Adjustments for Pension | | | | | Adjustment Summary Compensation Table Pension (a) | $— | $(850,350) | $(323,175) | | Amount added for Current Year Service Cost (b) | $— | $788,693 | $210,780 | | Amount added for Prior Year Service Cost Impacting Current Year (b) | $— | $— | $— | | Total Adjustments for Pension | $— | $(61,657) | $(112,395) | | Adjustments for Equity Grants | | | | | Adjustment for grant date values in the Summary Compensation Table(c) | $(3,795,113) | $(7,380,290) | $(2,725,054) | | Year-end fair value of unvested awards granted in the current year(d) | $3,278,186 | $— | $2,798,731 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years(d) | $— | $— | $(318,497) | | Fair values at vest date for awards granted and vested in the current year (d) | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years(d) | $— | $(81,425) | $9,232 | | Forfeitures during the current year equal to the prior year-end fair value(d) | $— | $(6,565,032) | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | | Changes in fair value to reflect excess fair value resulting from modifications to stock option and stock awards(e) | $— | $380,206 | $— | | Total Adjustments for Equity Awards | $(516,927) | $(13,646,542) | $(235,588) | | Compensation Actually Paid | $3,830,368 | $(4,443,659) | $4,212,341 |

  228. PAY VERSUS PERFORMANCE

    | (a) The amounts reflect the change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the “Summary Compensation Table” for the applicable year. |

  229. PAY VERSUS PERFORMANCE

    | (b) The amounts represent the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year and any plan modifications during the applicable year, calculated using the same methodology as used in Arrow’s financial statements under generally accepted accounting principles. |

  230. PAY VERSUS PERFORMANCE

    | (c) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” for the applicable year. |

  231. PAY VERSUS PERFORMANCE

    | (d) In accordance with the Rules, the fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on December 31, 2019, and subsequently as of each vesting date and as of the end of each fiscal year while the award remains unvested, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, risk-free interest rates, and probability of achievement of the underlying performance goals) that are generally consistent with those used to estimate fair value on the grant date under US GAAP. |

  232. PAY VERSUS PERFORMANCE

    For options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates. We explain assumptions made in valuing equity awards on the grant date in the “Stock-Based Compensation Plans” section of the Notes to Consolidated Financial Statements contained in Arrow’s Annual Report on Form 10-K for the corresponding fiscal year.

  233. PAY VERSUS PERFORMANCE

    | (e) Represents the excess fair value, if any, of modified option awards and stock awards over the fair value of the original awards as of the modification. For 2025, reflects the incremental fair value associated with the modification of Mr. Kerins outstanding option awards to extend the post-termination exercise period. |

  234. PAY VERSUS PERFORMANCE

    | (4) The amounts in this column show changes over our past five fiscal years in the value of $100 (assuming reinvestment of dividends) invested in Arrow’s common shares traded on the NYSE. |

  235. PAY VERSUS PERFORMANCE

    | (5) The amounts in this column show changes over the past five fiscal years in the value of $100 (assuming reinvestment of dividends), invested in Arrow’s Peer Group, consisting of Avnet, Inc., Celestica Inc., Flex Ltd., Jabil Inc., WESCO International, Inc., CDW Corp., HP Inc., HP Enterprise Co., and TD SYNNEX Corp. |

  236. PAY VERSUS PERFORMANCE

    | (6) The dollar amounts reported represent the amount of net income reflected in Arrow’s audited financial statements in its Annual Report on Form 10-K for the applicable year. |

  237. PAY VERSUS PERFORMANCE

    | (7) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Absolute EPS is the financial performance measure that, in our assessment, represents the most important performance measure used to link “compensation actually paid” to NEOs to Company performance in 2025. Absolute EPS determines the payout with respect to 70% of our 2025 annual cash incentive. See Appendix A to this Proxy Statement for a reconciliation of Absolute EPS to the most directly comparable GAAP measure. |

  238. PAY VERSUS PERFORMANCE

    | 84 | |

  239. PAY VERSUS PERFORMANCE

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  240. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  241. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  242. Compensation Actually Paid vs. Net Income

    | | 85 |

  243. Compensation Actually Paid vs. Net Income

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  244. Compensation Actually Paid vs. Absolute EPS (Company Selected Measure)

    Compensation Actually Paid vs. Absolute EPS (Company Selected Measure)