Item 8.01. Other Events.

On May 4, 2021, Avnet, Inc. (the "Company") priced a public offering of $300.0 million in aggregate principal amount of 3.000% Notes due 2031 (the "Notes").

The offering was made pursuant to an Underwriting Agreement, dated May 4, 2021, by and among the Company and the representatives of the several underwriters listed therein, in an offering registered on a Registration Statement on Form S-3 (File No. 333-227100), which was filed with the Securities and Exchange Commission on August 29, 2018. The Notes are being issued pursuant to an Indenture, dated as of June 22, 2010, by and between the Company and Wells Fargo Bank, National Association, as trustee, and an Officers' Certificate (which includes the form of Note as an exhibit) setting forth the terms of the Notes (the "Officers' Certificate"). Copies of the Underwriting Agreement and the form of Officers' Certificate are filed herewith as Exhibit 1.1 and Exhibit 4.1 respectively, and are incorporated herein by reference. The Notes will accrue interest from the date of their issuance at a rate of 3.000%. The Notes will rank equally with all of the Company's other existing and future unsecured obligations. The offering of the Notes is expected to close on May 6, 2021.

The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement and the forms of Officers' Certificate and the Note filed as exhibits hereto, which exhibits are incorporated by reference herein.

The legality opinion of Michael R. McCoy, Senior Vice President, General Counsel and Chief Legal Officer of the Company, relating to the issuance of the Notes, is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.


The following materials are attached as exhibits to this Current Report on Form
8-K:



Exhibit
  No.                                    Description

  1.1         Underwriting Agreement, dated as of May 4, 2021, by and among Avnet,
            Inc. and the representatives of the several underwriters listed
            therein.

  4.1         Form of Officers' Certificate setting forth the terms of the 3.000%
            Notes due 2031.

  4.2         Form of 3.000% Notes due 2031 (included as Exhibit A to Exhibit 4.1)


  5.1         Opinion of Michael R. McCoy, Esq. with respect to the legality of
            the 3.000% Notes due 2031.

 23.1         Consent of Michael R. McCoy, Esq. (included in Exhibit 5.1).

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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