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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): September 15, 2026
nVent
Electric plc
(Exact name of Registrant as specified in its
charter)
| Ireland |
|
001-38265 |
|
98-1391970 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
The
Mille, 1000 Great West Road,
8th Floor (East), London,
TW8 9DW, United
Kingdom
(Address of principal
executive offices)
Registrant's telephone
number, including area code: 44-20-3966-0279
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 |
| Ordinary
Shares, nominal value $0.01 per share |
NVT |
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. ☐
On September 15, 2026, nVent Electric plc (the “Company”),
Hoffman Schroff Holdings, Inc. (“Hoffman Schroff”) and nVent Finance S.à r.l. (“nVent Finance”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to
which Hoffman Schroff agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein,
$800.0 million aggregate principal amount of Hoffman Schroff’s 6.150% Senior Notes due 2036 (the “Notes”), in a public
offering (the “Offering”). The Notes will be fully and unconditionally and jointly and severally guaranteed as to payment
of principal and interest by the Company and nVent Finance. The Offering is expected to close on September 29, 2026, subject to customary
closing conditions.
The Notes are registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-3 (Registration No. 333-293530, 333-293530-01 and 333-293530-02) that the Company, nVent
Finance and Hoffman Schroff filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026. The Company
is filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement. The description
of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The exhibits
listed in the Exhibit Index below are filed as part of this report.
Exhibit
Index
| Exhibit |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated September 15, 2026, among nVent Electric plc, nVent Finance S.à r.l., Hoffman Schroff Holdings, Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters listed therein. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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,
on September 16, 2026.
| |
nVent
Electric plc |
| |
Registrant |
| |
|
|
| |
By |
/s/
Gary L. Corona |
| |
|
Gary
L. Corona |
| |
|
Executive
Vice President and Chief Financial Officer |