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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) October 27, 2025
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 |
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 October
27, 2025, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
by and between the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Mizuho Securities USA LLC and BofA Securities,
Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $500,000,000 aggregate
principal amount of floating rate senior notes due 2027 (the “floating rate notes”), $750,000,000 aggregate principal amount
of senior notes due 2027 (the “2027 notes”), $750,000,000 aggregate principal amount of senior notes due 2028 (the “2028
notes”), $1,000,000,000 aggregate principal amount of senior notes due 2030 (the “2030 notes”), $1,250,000,000 aggregate
principal amount of senior notes due 2033 (the “2033 notes”), $1,600,000,000 aggregate principal amount of senior notes due
2036 (the “2036 notes”) and $1,650,000,000 aggregate principal amount of senior notes due 2055 (the “2055 notes”,
and together with the floating rate notes, the 2027 notes, the 2028 notes, the 2030 notes, the 2033 notes and the 2036 notes, the “Notes”).
The closing of the offerings is expected to occur on November 10, 2025, 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. 333-270605).
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 October 27, 2025, the Company issued a press release
announcing the pricing of each series of the Notes, 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 October 27, 2025, by and between the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Mizuho Securities USA LLC and BofA Securities, Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $500,000,000 aggregate principal amount of the floating rate notes, $750,000,000 aggregate principal amount of the 2027 notes, $750,000,000 aggregate principal amount of the 2028 notes, $1,000,000,000 aggregate principal amount of the 2030 notes, $1,250,000,000 aggregate principal amount of the 2033 notes, $1,600,000,000 aggregate principal amount of the 2036 notes and $1,650,000,000 aggregate principal amount of the 2055 notes. |
| 99.1 |
|
Press Release of the Company, dated October 27, 2025, relating to the pricing of the Notes. |
| 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: October 28, 2025 |
By: |
/s/ Craig A. Lampo |
| |
|
Name: |
Craig A. Lampo |
| |
|
Title: |
Senior Vice President and Chief Financial Officer |
[Amphenol – Signature Page to 8-K (Pricing)]
