On October 30, 2025, Hubbell Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), relating to the Company’s public offering of $400,000,000 aggregate principal amount of its 4.800% Senior Notes due 2035 (the “Notes”). The Company expects to use the net proceeds from the offering of the Notes, together with cash on hand, to redeem in full all of the Company’s outstanding 3.350% Senior Notes due 2026 in an aggregate principal amount of $400,000,000, which have a stated maturity date of March 1, 2026, and to pay any premium and accrued interest in respect thereof.
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-289041), filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025. The Company expects the offering of the Notes to close on November 14, 2025, subject to customary closing conditions.
Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on October 30, 2025, the Company issued a press release announcing the pricing of the Notes, which press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of October 30, 2025, by and between Hubbell Incorporated and BofA Securities, Inc., HSBC Securities (USA) Inc., and J.P. Morgan Securities LLC, as Representatives of the several Underwriters listed in Schedule I thereto. |
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| 99.1 |
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Press release of Hubbell Incorporated, issued on October 30, 2025. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements about the Company’s financing plans, including the offering of the Notes, timing of the closing and the other details thereof, the proposed use of proceeds therefrom and other expected effects of the offering of the Notes and anticipated use of our shelf registration statement, which are subject to risks and uncertainties, such as our continued eligibility to use the shelf registration statement, demand for our securities, market and general economic conditions and other risks and uncertainties. These also include statements about expected capital resources, liquidity, financial performance, pension funding, results of operations, plans, strategies, opportunities, developments and productivity initiatives, competitive positioning, and trends in particular markets or industries and are based on the Company’s reasonable current expectations. In addition, all statements regarding the expected financial impact of the integration of acquisitions, adoption of updated accounting standards and any expected effects of such adoption, intent to continue repurchasing shares of common stock, as well as other statements that are not strictly historic in nature, are forward-looking. These statements may be identified by the use of forward-looking words or phrases such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “should”, “plan”, “estimated”, “predict”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending”, “target”, “goals”, “scheduled”, “will”, “will likely be”, and similar words and phrases. Such forward-looking statements are based on our current expectations and involve numerous assumptions, known and unknown risks, uncertainties and other factors, which may cause actual and future performance or the Company’s achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the impact of trade tariffs, import quotas or other trade actions, restrictions or measures taken by the United States, China, Mexico, the United Kingdom, member states of the European Union, and other countries, including the recent and ongoing potential changes in U.S. trade policies, that may be made by the current or a future presidential administration and changes in trade policies in other countries made in response to changes in the U.S. trade policies; the general impact of inflation on our business, including the impact on raw materials costs, elevated interest rates and increased energy costs and our ability to implement and
