艾睿电子 2025年度报告

(303) 824-4000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recentlycompleted second fiscal quarter was $6,525,264,346. There were51,086,165 shares of Common Stock outstanding as of February 3, 2026. DOCUMENTS INCORPORATED BY REFERENCE The definitive proxy statement related to the registrant’s 2025 Annual Meeting of Shareholders, is incorporated by reference in PartIII to the extentdescribed therein. The definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120days after the end ofDecember 31, 2025. TABLE OF CONTENTS PART IItem 1.Business4Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures24PART IIItem 5.Market for Registrants Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities24Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations27Item 7A.Quantitative and Qualitative Disclosures About Market Risk43Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure85Item 9A. Controls and Procedures85Item 9B. Other Information88Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections88PART IIIItem 10.Directors, Executive Officers and Corporate Governance88Item 11.Executive Compensation89Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters89Item 13.Certain Relationships and Related Transactions, and Director Independence89Item 14.Principal Accounting Fees and Services89PART IVItem 15.Exhibits and Financial Statement Schedules90Item 16.10-K Summary98Signatures99 ARROW ELECTRONICS,INC. PARTI Item1.Business. Arrow Electronics,Inc. (the “company” or “Arrow”) sources and engineers technology for thousands ofleading manufacturers, service providers, and users of enterprise computing solutions. The company hasone of the world’s broadest portfolios of product offerings available from leading electronic componentsand enterprise computing solutions suppliers. Equipped with a range of services, solutions, and software,the company helps industrial and commercial customers introduce innovative products, reduce their timeto market, and enhance their overall competitiveness. Arrow