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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) March 24, 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
March 24, 2026, Amphenol Technologies Holding GmbH (“Amphenol Technologies”), a German
limited liability company (Gesellschaft mit beschränkter Haftung) and wholly-owned indirect subsidiary of Amphenol Corporation
(the “Company”), entered into an underwriting agreement (the “Amphenol Technologies Underwriting Agreement”) by
and among Amphenol Technologies, as issuer, the Company, as guarantor, and Barclays Bank PLC, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, HSBC Bank plc, BofA Securities Europe SA, Goldman Sachs & Co.
LLC, TD Global Finance unlimited company, U.S. Bancorp Investments, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co.,
LLC, relating to the offer and sale of €500,000,000 aggregate principal amount of Amphenol Technologies’ 3.625% Senior Notes
due 2031 (the “Notes”).
The closing of the Notes offering (the “Notes Offering”)
is expected to occur on March 30, 2026, subject to the satisfaction of customary closing conditions.
A
copy of the Amphenol Technologies 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 Amphenol Technologies Underwriting Agreement is qualified in its entirety by reference to the Amphenol Technologies
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 March 24, 2026, the Company and Amphenol Technologies
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 March 24, 2026, by and among Amphenol Technologies, the Company and Barclays Bank PLC, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, HSBC Bank plc, BofA Securities Europe SA, Goldman Sachs & Co. LLC, TD Global Finance unlimited
company, U.S. Bancorp Investments, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, relating to the offer
and sale of €500,000,000 aggregate principal amount of the Notes. |
| 99.1 |
|
Press Release of the Company and Amphenol Technologies,
dated March 24, 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: March 24, 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 CORPORATION ANNOUNCES
PRICING OF EURO-DENOMINATED SENIOR NOTES
OFFERING
Wallingford, Connecticut, March 24, 2026. Amphenol
Corporation (NYSE: APH) (the “Company”) announced today the pricing of an offering of €500 million aggregate principal
amount of senior notes due 2031 (the “Notes”) to be issued by its wholly owned subsidiary Amphenol Technologies Holding GmbH
(“Amphenol Technologies”), a German limited liability company (Gesellschaft mit beschränkter Haftung). The Notes
will be guaranteed by the Company and will have an interest rate of 3.625% per annum. The closing of the offering of the Notes (the “Notes
Offering”) is expected to occur on March 30, 2026, subject to the satisfaction of customary closing conditions.
Amphenol Technologies intends to use the net proceeds
from the Notes Offering to repay Amphenol Technologies’ outstanding 0.750% Euro Senior Notes due 2026 at maturity and for general
corporate purposes.
Barclays Bank PLC, Citigroup Global Markets Europe
AG, 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 Europe AG 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.
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 and Amphenol Technologies
believe 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 and Amphenol
Technologies are 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
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these
purposes, a retail investor means a person who is neither: (i) 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”), nor (ii)
a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulation 2024 (“POATRs”).
Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the
“UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation. 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
