Parker-Hannifin Corp (PH) SEC Filings

Parker-Hannifin Corporation (PH) is asking shareholders at the October 28, 2026 annual meeting to elect nine directors, approve named executive officer compensation on an advisory basis, and ratify Deloitte & Touche LLP as independent auditor for fiscal 2027. Shareholders of record on September 4, 2026, when 126,112,415 shares were outstanding, are entitled to one vote per share.

The company reports another record year in fiscal 2026, with segment operating margin of 24.5%, record $4.4 billion cash flow from operations, and record $28.48 earnings per share, all up from fiscal 2025, and it has increased annual dividends per share for the 70th consecutive year. The board highlights its business system, The Win Strategy, recent acquisitions of Curtis Instruments and Filtration Group, and progress toward acquiring CIRCOR’s Commercial and Defense Aerospace business.

Governance disclosures emphasize a largely independent board (90% independent) with average tenure of 8.4 years and a lead independent director structure, majority voting, proxy access, robust stock ownership guidelines, and anti-hedging and anti-pledging policies. The proxy also details a heavily performance-based executive pay program, sustainability and decarbonization targets validated by the Science Based Target Initiative, and ongoing shareholder engagement on strategy, compensation, and ESG topics.

Parker-Hannifin Corporation (PH) completed large dual-currency debt offerings totaling $2.4 billion and €2.025 billion of senior unsecured notes, issued in seven tranches with maturities ranging from 2028 to 2036. The Notes were issued under an existing shelf registration and rank equally with Parker’s other senior unsecured debt.

The company intends to use the net proceeds from these Offerings, together with cash on hand, to repay borrowings under a 364-day term loan incurred in connection with the acquisition of Filtration Group Corporation, effectively terming out that acquisition financing at fixed rates. The Notes include customary events of default, make-whole and par call redemption features, and a change-of-control repurchase right at 101% of principal plus accrued interest. The Euro Notes also carry provisions for paying additional amounts to certain non‑U.S. holders to offset specified U.S. withholding taxes.

Parker-Hannifin Corp (PH) reported that officer Mark T. Czaja, VP & Chief Tech. & Innov. Officer, made a bona fide gift of 1,056 shares of common stock on September 9, 2026. After this gift, he held 5,214 shares directly and 1,510.51 shares indirectly through the Parker Retirement Savings Plan.

No transactions were reported under a Rule 10b5-1 trading plan.

Parker-Hannifin Corporation (PH) has priced two large senior note offerings, one in U.S. dollars and one in euros, totaling roughly $2.4 billion and €2.025 billion in aggregate principal amount. The U.S. dollar offering comprises $525 million of notes due 2028 at 4.750%, $500 million due 2029 at 4.875%, $750 million due 2031 at 5.125%, and $625 million due 2033 at 5.300%, with semi-annual interest payments starting in 2027.

The euro offering comprises €700 million of notes due 2030 at 3.800%, €800 million due 2032 at 4.040%, and €525 million due 2036 at 4.375%, with annual interest payments beginning in 2027. Both offerings are expected to close on or about September 14, 2026, subject to customary conditions. Parker intends to use the net proceeds, together with cash on hand, to repay borrowings under a 364-day term loan incurred in connection with its acquisition of Filtration Group Corporation.

Parker-Hannifin Corporation (PH) is offering €2,025,000,000 of euro-denominated senior unsecured notes in three tranches: €700,000,000 of 3.800% notes due 2030, €800,000,000 of 4.040% notes due 2032, and €525,000,000 of 4.375% notes due 2036. The notes rank equally with Parker’s other senior unsecured debt and are effectively subordinated to secured debt and to liabilities of subsidiaries.

Parker expects net proceeds of approximately €2,015,663,250, to be used together with a concurrent US$2.4 billion dollar-notes offering and cash on hand to repay borrowings under a US$5.25 billion 364-Day Credit Agreement used to finance the €9.25 billion acquisition of Filtration Group Corporation. After these financing transactions, total debt would increase from about US$8.6 billion to US$15.8 billion. The notes include optional redemption (with make-whole and par call features), a 101% repurchase right upon a Change of Control Triggering Event, tax gross-up and tax-redemption provisions, and are intended to be listed on Euronext Dublin’s Global Exchange Market.

Parker-Hannifin Corporation (PH) is issuing $2.4 billion of senior unsecured notes in four tranches: $525 million 4.750% due 2028, $500 million 4.875% due 2029, $750 million 5.125% due 2031 and $625 million 5.300% due 2033. The notes price near par, generating expected net proceeds of about $2.388 billion after underwriting discounts.

Parker plans to use these proceeds, together with a concurrent €2.025 billion Euro-notes offering and cash on hand, to repay borrowings under a $5.25 billion 364-day term loan incurred to fund the $9.25 billion cash acquisition of Filtration Group Corporation. Pro forma for the financing transactions, total debt would be about $15.8 billion, up from $8.6 billion at June 30 2026, while shareholders’ equity remains about $15.4 billion.

The notes are general senior unsecured obligations, effectively subordinated to any secured debt and all liabilities of subsidiaries. They feature make-whole optional redemption (with par calls before maturity), a 101% repurchase offer upon a Change of Control Triggering Event, and standard covenants limiting additional secured debt and sale-leasebacks, but allow further unsecured borrowing. Key risks highlighted include higher leverage, refinancing needs, interest-rate and liquidity risk, potential rating changes, and uncertainty around trading market development for the notes.

Parker-Hannifin Corp (PH) director Laura K. Thompson reported selling 160 shares of common stock on September 8, 2026 in an open-market or private transaction at $958.95 per share. After this sale, she directly holds 4,438 shares, which includes 1 share acquired through a dividend reinvestment feature under the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan. No Rule 10b5-1 trading plan is reported for this transaction.

Parker-Hannifin Corporation (PH) is offering new euro-denominated senior notes due 2030, 2032 and 2036 under its shelf registration, alongside a concurrent US$2.4 billion US dollar notes offering. The notes are unsecured senior obligations ranking equally with Parker’s other senior unsecured debt and structurally junior to subsidiary liabilities.

Parker expects to use the euro-notes proceeds, together with the US dollar notes proceeds and cash on hand, to repay borrowings under its US$5.25 billion 364-Day Credit Agreement incurred to fund the $9.25 billion acquisition of Filtration Group Corporation. As of the fiscal year ended June 30, 2026, Parker generated about $21.5 billion in net sales, with 67% from its Diversified Industrial segment and 33% from Aerospace Systems, and had total debt of about $8.6 billion and shareholders’ equity of $15.4 billion.

The notes include optional redemption features, a 101% change-of-control repurchase right, and provisions for additional amounts and tax redemption. They are intended to be listed on Euronext Dublin’s Global Exchange Market and settled through Euroclear and Clearstream, with eligibility targeted for Eurosystem collateral operations.

Parker-Hannifin Corp (PH) is the issuer for a Form 144 notice filed for director Laura Thompson covering a proposed sale of common stock under Rule 144. The notice relates to 160 shares of common stock expected from RSU vesting on October 25, 2024, to be sold through UBS Financial Services by wire transfer. No sales during the prior three months are listed.