Amphenol (NYSE: APH) shifts board leadership as CEO Adam Norwitt becomes chairman

Rhea-AI Filing Summary

Amphenol Corporation announced a planned leadership transition at the board level. Long-time director Martin H. Loeffler, who previously served as President, Chief Executive Officer and has been Chairman of the Board since 1997, notified the company on February 4, 2026 that he intends to retire from the Board effective on the date of Amphenol’s 2026 Annual Meeting of Stockholders, expected in May 2026. The company stated that his retirement is not due to any disagreement regarding operations, policies or practices. The Board also appointed current President and Chief Executive Officer R. Adam Norwitt to assume the additional role of Chairman of the Board, effective on the same meeting date.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 4, 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

Not Applicable

(Former name or former address, if changed since last report)

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		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2026, after more than five decades with Amphenol Corporation (the “Company”), including serving as President from 1987 to 2006, Chief Executive Officer from 1996 to 2008 and as Chairman of the Board since 1997, Martin H. Loeffler notified the Company that he intends to retire from the Board of Directors of the Company (the “Board”), effective on the date of the Company’s 2026 Annual Meeting of Stockholders, which is expected to be in May 2026 (the “Meeting Date”). Mr. Loeffler’s retirement from the Board is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

In addition, on February 4, 2026, the Board appointed R. Adam Norwitt, currently serving as President and Chief Executive Officer of the Company, to the additional role of Chairman of the Board, effective on the Meeting Date. A copy of the Company’s related press release announcing the retirement of Mr. Loeffler from the Board and the appointment of Mr. Norwitt to the role of Chairman of the Board, as described above, is attached hereto with this report as Exhibit 99.1 and incorporated by reference.

The information set forth in this Item 7.01, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document Description
99.1		Press Release dated February 4, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Signature

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
	By:	/s/ Lance E. D’Amico
		Lance E. D’Amico
		Executive Vice President, Secretary and General Counsel
Date: February 5, 2026

FAQ

What board changes did Amphenol (APH) announce on February 4, 2026?

Amphenol announced that long-serving Chairman Martin H. Loeffler intends to retire from the Board at the 2026 Annual Meeting. At the same time, the Board appointed President and CEO R. Adam Norwitt to also serve as Chairman effective on that meeting date.

When will Martin H. Loeffler retire from Amphenol (APH)’s Board of Directors?

Martin H. Loeffler plans to retire from Amphenol’s Board effective on the date of the company’s 2026 Annual Meeting of Stockholders. The meeting is expected to be held in May 2026, marking his departure after more than five decades with the company.

Why is Martin H. Loeffler retiring from the Amphenol (APH) Board?

The company states Martin H. Loeffler is retiring from the Board after more than five decades of service. Importantly, Amphenol notes his retirement is not the result of any disagreement about the company’s operations, policies or practices, indicating an orderly planned transition.

Who will become Chairman of Amphenol (APH)’s Board after the 2026 meeting?

The Board appointed R. Adam Norwitt, currently Amphenol’s President and Chief Executive Officer, to also serve as Chairman of the Board. His appointment to the chairman role will become effective on the date of the 2026 Annual Meeting of Stockholders, aligning leadership roles.

What experience does Martin H. Loeffler have at Amphenol (APH)?

Martin H. Loeffler has more than five decades of experience with Amphenol. He previously served as President from 1987 to 2006, Chief Executive Officer from 1996 to 2008, and has held the role of Chairman of the Board since 1997, shaping long-term company direction.

Is Amphenol (APH) providing additional details about this leadership transition?

Amphenol furnished a press release as Exhibit 99.1 describing Martin H. Loeffler’s planned retirement and R. Adam Norwitt’s appointment as Chairman. That press release is incorporated by reference, but the company notes the information is furnished under Regulation FD and not deemed filed under the Exchange Act.