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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) May 5, 2026
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
1-10879 |
|
22-2785165 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 358
Hall Avenue, Wallingford,
Connecticut |
|
06492 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
265-8900
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Class A Common Stock, $0.001 par value per share |
|
APH |
|
New York Stock Exchange |
| 3.125% Senior Notes due 2032 |
|
APH32 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On
May 5, 2026, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
by and among the Company and Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc,
BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert
Williams Shank & Co., LLC, relating to the offer and sale of €600 million aggregate principal
amount of the Company’s 3.375% Senior Notes due 2029 (the “2029 Notes”) and €500 million aggregate principal amount
of the Company’s 3.875% Senior Notes due 2034 (the “the 2034 Notes” and, together with the 2029 Notes, the “Notes”).
The closing of the Notes offering (the “Notes
Offering”) is expected to occur on May 12, 2026, subject to the satisfaction of customary closing conditions.
A copy
of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is filed herewith for purposes of incorporation by reference into
the Company’s Registration Statement (No. 333-293923).
The above
description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 5, 2026, the Company issued a press release
announcing the pricing of the Notes Offering, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 5, 2026, by and among the Company and Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert Williams Shank & Co., LLC, relating to the offer and sale of €600 million aggregate principal amount of the 2029 Notes and €500 million aggregate principal amount of the 2034 Notes. |
| 99.1 |
|
Press Release of the Company, dated May 5, 2026, relating to the pricing of the Notes Offering. |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AMPHENOL CORPORATION |
| |
|
|
| Date: May 6, 2026 |
By: |
/s/ Craig A. Lampo |
| |
|
Name: |
Craig A. Lampo |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
World Headquarters
358
Hall Avenue
Wallingford,
CT 06492
Telephone
(203) 265-8900
AMPHENOL
ANNOUNCES PRICING
OF
EURO-DENOMINATED SENIOR NOTES OFFERINGS
Wallingford,
Connecticut, May 5, 2026. Amphenol Corporation (NYSE: APH) (the “Company”) announced today the pricing of its offering of
€600 million aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and €500 million aggregate
principal amount of senior notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”).
The 2029 Notes will have an interest rate of 3.375% per annum, and the 2034 Notes will have an interest rate of 3.875% per annum. The
closing of the offering of the Notes (the “Notes Offering”) is expected to occur on May 12, 2026, subject to the satisfaction
of customary closing conditions.
The
Company intends to use the net proceeds from the Notes Offering to repay borrowings under its U.S. commercial paper program and 364-day
unsecured delayed draw term loan credit agreement, and for general corporate purposes.
Barclays
Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft and HSBC Bank plc are serving as the joint book-running managers
for the Notes Offering.
The
Notes are being offered pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange
Commission (the “SEC”). A prospectus supplement describing the terms of the Notes Offering will be filed with the SEC. Copies
of the prospectus supplement and accompanying prospectus for the Notes Offering may be obtained from Barclays Bank PLC toll-free at 1-888-603-5847,
Citigroup Global Markets Limited toll-free at 1-800-831-9146, Commerzbank Aktiengesellschaft toll-free at 1-800-233-9164 or HSBC Bank
plc toll-free at 1-866-811-8049.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the
Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, solicitation or sale of the Notes
will be made only by means of the prospectus supplement and the accompanying prospectus.
About
Amphenol
Amphenol
Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors
and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed, fiber optic and specialty cable. Amphenol
designs, manufactures and assembles its products at facilities in approximately 40 countries around the world and sells its products
through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified
presence as a leader in high-growth areas of the interconnect market including: Automotive, Commercial Aerospace, Communications Networks,
Defense, Industrial, Information Technology and Data Communications and Mobile Devices. For more information, visit www.amphenol.com.
Forward-Looking
Statements
Statements
in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning
of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other related laws. While
the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.
Details regarding various significant risks and uncertainties that may affect the Company’s operating and financial performance
can be found in the Company’s latest Annual Report on Form 10-K and the Company’s subsequent filings with the Securities
and Exchange Commission, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In providing forward-looking statements,
the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events
or otherwise, except as required by law.
Prohibition
of Sales to EEA Retail Investors
The
Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available,
to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any offer of Notes in any Member
State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for
offers of Notes. The prospectus supplement and the accompanying prospectus relating to the issue of the Notes is not a prospectus for
the purposes of the Prospectus Regulation.
United
Kingdom
The
communication of this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any
other document or materials relating to the issue of the Notes is not being made, and such documents and/or materials have not been approved,
by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended,
the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom (“UK”). The communication of such documents and/or materials is only being made to (i)
persons outside the UK; (ii) and those persons in the UK (A) who have professional experience in matters relating to investments who
fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Financial Promotion Order”)); or (B) who are high net worth companies, or other persons
to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order, (all such persons
together being referred to as “relevant persons”). In the UK, this announcement, the prospectus supplement, the accompanying
prospectus and the Notes offered hereby are only available to, and any investment or investment activity to which this announcement,
the prospectus supplement, the accompanying prospectus, any related free writing prospectus or any other document or materials relating
to the issue of the Notes relates will be engaged in only with, relevant persons. Any person in the UK that is not a relevant person
should not act or rely on this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus
or any other document or materials relating to the issue of the Notes or any of their contents.
Prohibition
of Sales to UK Retail Investors
The
Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is either one (or
both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), or (ii) not a qualified investor as
defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulation 2024 (“POATRs”). Consequently,
no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments
(Designated Activities) Regulations 2024 . Any offer of Notes in the UK will be made pursuant to an exception from the prohibition on
offers to the public under the POATRs.
UK
MIFIR Product Governance / Professional Investors and ECPs Only Target Market
Solely
for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is only eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes
(a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”)
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’
target market assessment) and determining appropriate distribution channels.
MIFID
II Product Governance / Professional Investors and ECPs Only Target Market
Solely
for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining
appropriate distribution channels.
Contact:
Sherri
Scribner
Vice
President, Strategy and Investor Relations
203-265-8820
IR@amphenol.com
