Form 4: Director Hayford Acquires ARW Deferred Stock Units

Arrow Electronics Director Michael D. Hayford acquired 176.07 Deferred Stock Units, increasing his beneficial ownership to 1,794.79 units.

Summary

• Michael D. Hayford, a Director of Arrow Electronics, Inc. (ARW), acquired 176.07 Deferred Stock Units (DSUs).
• The transaction occurred on February 13, 2026, and was reported on February 17, 2026.
• These DSUs were issued under the company's Non-Employee Directors Deferred Compensation Plan.
• Each DSU converts to one share of Common Stock upon Mr. Hayford's death or separation from service as a director.
• Following this acquisition, Mr. Hayford beneficially owns a total of 1,794.79 Deferred Stock Units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting routine director compensation and continued alignment of interests, without indicating any significant new developments.

Positives

• Director Hayford's acquisition of 176.07 Deferred Stock Units demonstrates continued alignment of director interests with shareholder value.
• The increase in beneficial ownership to 1,794.79 units reflects ongoing participation in the company's compensation plan for non-employee directors.

Future Outlook

The acquisition of Deferred Stock Units, which convert to common stock upon separation, indicates a long-term commitment from the director, aligning future interests with company performance.

Industry Context

StockSavvy.ai notes that the issuance of Deferred Stock Units to non-employee directors is a common practice in the technology distribution industry, aligning director incentives with long-term shareholder value. This type of compensation structure is prevalent among peers to retain experienced board members.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) for non-employee director compensation is a standard practice across many industries, including technology distribution, similar to companies like Avnet (AVT) or Tech Data (now part of TD SYNNEX).
• The one-for-one conversion of DSUs to common stock upon separation is a typical structure for such plans, ensuring direct alignment with equity performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term interests with shareholder value through equity-based compensation.
• Directors: Reflects ongoing compensation for non-employee directors, contributing to board retention and motivation.

Next Steps

• Settlement of Deferred Stock Units into Common Stock upon Director Hayford's death or separation from service.

Key Dates

Recommendation

This Form 4 reports a routine grant of Deferred Stock Units to a non-employee director as part of their compensation plan. While it indicates continued alignment of interests, it does not present new information that would fundamentally alter the investment thesis for Arrow Electronics, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Arrow Electronics, ARW, Michael D. Hayford, Deferred Stock Units, DSU, Insider Transaction, Form 4, Director Compensation, Equity Compensation