Nowak Eric 4

What Happened

• Eric Nowak, President, Global ECS of Arrow Electronics (ARW), exercised stock options and sold shares on Feb 11, 2026. He exercised 14,057 option shares (7,166 @ $81.05 and 7,891 @ $79.22) and sold a total of 12,699 shares in three open-market transactions (5,034; 3,693; 3,972).
• Proceeds and costs: the three sales generated about $1,994,886 in gross proceeds (weighted averages reported). The option exercises cost about $1,205,929 (sum of the exercise prices). Per the filing footnotes, the exercises included sell-to-cover transactions: 3,693 and 3,972 shares were sold to cover part of the exercises, leaving net shares acquired of 7,392 (3,473 + 3,919).
• This is effectively an option exercise with partial immediate sale (sell-to-cover) plus an additional open-market sale; exercises increase holdings by the net acquired amount, but sales generated cash proceeds.

Key Details

• Transaction date: February 11, 2026; Form filed February 12, 2026 (timely).
• Sales: 5,034 shares @ weighted avg $156.63 (range $155.91–$157.14 per footnote F1) = $788,475; 3,693 shares @ $157.33 = $581,020; 3,972 shares @ $157.45 = $625,391. Total proceeds ≈ $1,994,886.
• Exercises: 7,166 shares @ $81.05 = $580,804; 7,891 shares @ $79.22 = $625,125. Total exercise cost ≈ $1,205,929.
• Net shares acquired after sell-to-cover: 7,392 (footnotes F2 and F3 explain 3,693 and 3,972 were sold to cover parts of the exercises; net per exercise shown in footnotes).
• Footnotes: F1 = sale price is a weighted average across multiple trades; F2 & F3 = detail sell-to-cover and net shares acquired.
• Shares owned after transaction: not specified in the provided excerpt—see the full Form 4 for total post-transaction holdings.

Context

• This pattern (exercise + immediate sale of some shares) is a common way for insiders to pay option exercise costs and taxes; the filing shows partial sell-to-cover rather than a full disposition of all exercised shares.
• Because the insider exercised options and still netted 7,392 shares, the filing shows both liquidity-taking (sales) and a net increase in holdings—facts to note, but filing alone does not state motivations.