Form 4: Avnet CEO Philip Gallagher Acquires RSUs, Disposes Shares for Tax

Avnet CEO Philip Gallagher reported the acquisition of 80,460 Restricted Stock Units and the disposition of 19,200 shares for tax obligations related to vested Performance Stock Units.

Summary

• Philip R. Gallagher, Chief Executive Officer and Director of Avnet Inc. (AVT), reported transactions involving the company's common stock.
• On August 21, 2025, Mr. Gallagher acquired 80,460 shares of common stock at a price of $0, consisting of Restricted Stock Units (RSUs) earned under long-term incentive plans.
• Following this acquisition, his direct beneficial ownership increased to 285,931 shares.
• On August 22, 2025, Mr. Gallagher disposed of 19,200 shares of common stock at a price of $52.89 per share.
• These shares were surrendered to cover tax liabilities associated with the vesting of Performance Stock Units (PSUs).
• After the disposition, his direct beneficial ownership decreased to 266,731 shares.
• His indirect beneficial ownership through the Gallagher Family Trust remains at 139,709 shares.
• The direct beneficial ownership of 266,731 shares includes 187,167 shares underlying RSUs and 9,742 shares underlying PSUs that are allocated but not yet vested.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation activities. The acquisition of RSUs is a positive sign of alignment, while the disposition for tax is a standard, neutral event. The net effect on direct beneficial ownership is a decrease after the tax-related disposition, but the overall picture is one of ongoing executive incentive plans.

Positives

• Acquisition of 80,460 Restricted Stock Units (RSUs) by the CEO, indicating continued alignment of management's interests with long-term shareholder value.
• The RSUs were earned under long-term incentive plans, suggesting performance-based compensation.

Negatives

• Disposition of 19,200 shares of common stock to cover tax obligations, which reduces the CEO's direct shareholding.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Philip R. Gallagher's indirect beneficial ownership of 139,709 shares through the Gallagher Family Trust is noted.

Stakeholder Impact

• Shareholders: The acquisition of RSUs aligns the CEO's interests with long-term shareholder value. The disposition for tax purposes is a routine event and does not reflect a change in confidence.
• Employees: The filing highlights the use of long-term incentive plans (RSUs, PSUs) as part of executive compensation, which may reflect broader company compensation strategies.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, specifically the vesting of equity awards and the subsequent tax-related share disposition, alongside the acquisition of new RSUs. These transactions are standard for executive incentive plans and do not indicate any fundamental change in the company's prospects or the CEO's confidence. Therefore, the filing itself does not provide a basis for a 'buy' or 'sell' recommendation, suggesting a 'hold' position based solely on this information, pending further fundamental analysis.

Keywords

Avnet, AVT, Philip Gallagher, SEC Form 4, Insider Trading, Restricted Stock Units, Performance Stock Units, Executive Compensation, Share Acquisition, Share Disposition, Tax Withholding