STOCK TITAN
  1. Home
  2. Sec-filings
  3. PH
  4. [8-K] Parker-Hannifin Corp Reports Material Event

Parker-Hannifin sells $2.4B, €2.03B in senior notes

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.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • $2.4 billion and €2.025 billion of long-dated senior notes provide fixed-rate funding to repay a short-term 364-day term loan used for the Filtration Group acquisition, extending Parker-Hannifin’s debt maturity profile and reducing reliance on shorter-term acquisition financing.

Negative

  • None.

Filing Explained

Parker’s debt financing is completed; the new senior notes rank behind secured debt’s collateral and ahead of subordinated debt.

The September 14, 2026 filing confirms the Notes were issued as senior unsecured obligations: they rank equally with other senior unsecured debt, ahead of subordinated debt, and effectively behind secured debt to the extent of collateral.

For a holder, that means the Notes share payment priority with Parker’s other senior unsecured debt, while secured creditors have priority in the collateral securing their claims.

The U.S. notes bear annual rates of 4.750%, 4.875%, 5.125%, and 5.300%; the Euro notes bear 3.800%, 4.040%, and 4.375%.

Interest payments begin in March 2027, with the U.S. notes paying semiannually and the Euro notes annually.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
U.S. Notes Offering Size $2.4 billion aggregate principal amount Total senior notes issued in the U.S. Notes Offering completed September 14, 2026
Euro Notes Offering Size €2.025 billion aggregate principal amount Total senior notes issued in the Euro Notes Offering completed September 14, 2026
2028 U.S. Notes Coupon 4.750% per annum $525 million senior notes due 2028 with semi-annual interest payments starting March 14, 2027
2029 U.S. Notes Coupon 4.875% per annum $500 million senior notes due 2029 with semi-annual interest payments starting March 14, 2027
2031 U.S. Notes Coupon 5.125% per annum $750 million senior notes due 2031 with semi-annual interest payments starting March 19, 2027
2033 U.S. Notes Coupon 5.300% per annum $625 million senior notes due 2033 with semi-annual interest payments starting March 16, 2027
2030 Euro Notes Coupon 3.800% per annum €700 million senior notes due 2030 with annual interest payments starting March 1, 2027
Change-of-control repurchase price 101% of principal amount Price at which the company must offer to purchase Notes upon certain changes of control, plus accrued and unpaid interest
senior notes financial
"aggregate principal amount of senior notes (the “U.S. Notes Offering”)"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"issued pursuant to an Indenture, dated as of September 5, 2023"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
events of default financial
"The Notes are subject to customary events of default, including failure to make"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
change of control financial
"If the Company experiences certain kinds of changes of control, it will be required"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
additional amounts financial
"The Company will, subject to certain exceptions and limitations set forth herein, pay as additional amounts on the Euro Notes"
Additional amounts are extra payments or charges that are added on top of a stated sum in contracts, securities, or settlements — for example extra interest, fees, tax items, or post‑closing adjustments. For investors, they matter because these extras change the true cost or return of a transaction; like unexpected shipping and taxes on an online order, additional amounts can alter cash flow, profit margins and the value of an investment.
senior unsecured obligations financial
"The Notes will be senior unsecured obligations of the Company and rank equally"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offerings did Parker-Hannifin (PH) complete on September 14, 2026?
Parker-Hannifin completed $2.4 billion of U.S. dollar senior notes and €2.025 billion of euro senior notes, issued as seven tranches with maturities from 2028 to 2036, all as senior unsecured obligations under its existing shelf registration.

How will Parker-Hannifin (PH) use the proceeds from these senior notes offerings?
Parker-Hannifin intends to use the net proceeds from the Offerings, together with cash on hand, to repay borrowings under a 364‑Day Term Loan Agreement that was incurred in connection with its acquisition of Filtration Group Corporation.

What are the key terms of Parker-Hannifin’s new U.S. dollar senior notes?
The U.S. Notes include $525 million 2028 notes at 4.750%, $500 million 2029 notes at 4.875%, $750 million 2031 notes at 5.125%, and $625 million 2033 notes at 5.300%, with semi-annual interest payments beginning in March 2027 and various call provisions.

What are the key terms of Parker-Hannifin’s new euro senior notes?
The Euro Notes comprise €700 million 2030 notes at 3.800%, €800 million 2032 notes at 4.040%, and €525 million 2036 notes at 4.375%, with annual interest payments starting in March 2027 and make-whole and par call redemption features.

How do the new Parker-Hannifin notes rank in the company’s capital structure?
The Notes are senior unsecured obligations of Parker-Hannifin, ranking equally in right of payment with its other senior unsecured debt, senior to subordinated debt, and effectively subordinated to any secured debt to the extent of the collateral’s value.

What investor protections are included in Parker-Hannifin’s new senior notes?
The Notes include customary events of default, a requirement to offer to repurchase at 101% of principal plus accrued interest upon certain changes of control, and for the Euro Notes, payment of additional amounts to certain non‑U.S. holders to offset specified U.S. withholding taxes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Parker-Hannifin Corp false 0000076334 0000076334 2026-09-14 2026-09-14
 
 

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 14, 2026

 

 

PARKER-HANNIFIN CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   1-4982   34-0451060

(State or other jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

6035 Parkland Boulevard, Cleveland, Ohio   44124-4141
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (216) 896-3000

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

  

Name of Each Exchange

on which Registered

Common Shares, $.50 par value   PH   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 8.01.

Other Events.

On September 14, 2026, Parker-Hannifin Corporation (“Parker” or the “Company”) completed (i) its previously announced registered offering of $2.4 billion in aggregate principal amount of senior notes (the “U.S. Notes Offering”) and (ii) its previously announced registered offering of €2.025 billion in aggregate principal amount of senior notes (the “Euro Notes Offering” and, together with the U.S. Notes Offering, the “Offerings”). The U.S. Notes Offering included four tranches, consisting of $525 million aggregate principal amount of senior notes due 2028 (the “2028 U.S. Notes”), $500 million aggregate principal amount of senior notes due 2029 (the “2029 U.S. Notes”), $750 million aggregate principal amount of senior notes due 2031 (the “2031 U.S. Notes”) and $625 million aggregate principal amount of senior notes due 2033 (the “2033 U.S. Notes” and, together with the 2028 U.S. Notes, the 2029 U.S. Notes and the 2031 U.S. Notes, the “U.S. Notes”). The Euro Notes Offering included three tranches, consisting of €700 million aggregate principal amount of senior notes due 2030 (the “2030 Euro Notes”), €800 million aggregate principal amount of senior notes due 2032 (the “2032 Euro Notes”) and €525 million aggregate principal amount of senior notes due 2036 (the “2036 Euro Notes” and, together with the 2030 Euro Notes and the 2032 Euro Notes, the “Euro Notes”). The U.S. Notes and the Euro Notes are collectively referred to as the “Notes.” The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (Registration No. 333-298527) (the “Registration Statement”).

The Company intends to use the net proceeds from the Offerings, together with cash on hand, to repay the borrowings under the 364-Day Term Loan Agreement, dated December 10, 2025, among the Company, Barclays Bank PLC and various financial institutions named therein as lenders, incurred in connection with the acquisition of Filtration Group Corporation.

The Notes are subject to customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy, insolvency or reorganization. If the Company experiences certain kinds of changes of control, it will be required to offer to purchase the Notes at 101% of their principal amount, plus accrued and unpaid interest.

The Notes will be senior unsecured obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt and senior in right of payment to all of its subordinated debt, and are effectively subordinated to any of the Company’s secured debt to the extent of the value of collateral securing such debt.

Certain of the underwriters of the Notes and their respective affiliates are full service financial institutions that have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company or its affiliates, including acting as lenders under the Company’s revolving credit facility. These underwriters or their respective affiliates have received, or may in the future receive, customary fees and commissions or other payments for these transactions.

U.S. Notes

The U.S. Notes were issued pursuant to an Indenture, dated as of September 5, 2023 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the Officer’s Certificate relating to the 2028 U.S. Notes (the “2028 U.S. Notes Certificate”), the Officer’s Certificate relating to the 2029 U.S. Notes (the “2029 U.S. Notes Certificate”), the Officer’s Certificate relating to the 2031 U.S. Notes (the “2031 U.S. Notes Certificate”) and the Officer’s Certificate relating to the 2033 U.S. Notes (together with the 2028 U.S. Notes Certificate, 2029 U.S. Notes Certificate and 2031 U.S. Notes Certificate, the “U.S. Officer’s Certificates”), each dated September 14, 2026.

The 2028 U.S. Notes will bear interest at a rate of 4.750% per annum. Interest on the 2028 U.S. Notes will be paid semi-annually on March 14 and September 14 of each year, commencing March 14, 2027. The 2029 U.S. Notes will bear interest at a rate of 4.875% per annum. Interest on the 2029 U.S. Notes will be paid semi-annually on March 14 and September 14 of each year, commencing March 14, 2027. The 2031 U.S. Notes will bear interest at a rate of 5.125% per annum. Interest on the 2031 U.S. Notes will be paid semi-annually on March 19 and September 19 of each year, commencing March 19, 2027. The 2033 U.S. Notes will bear interest at a rate of 5.300% per annum. Interest on the 2033 U.S. Notes will be paid semi-annually on March 16 and September 16 of each year, commencing March 16, 2027.

 

Prior to September 14, 2028 for the 2028 U.S. Notes, August 14, 2029 for the 2029 U.S. Notes, August 19, 2031 for the 2031 U.S. Notes, and July 16, 2033 for the 2033 U.S. Notes, the Company may redeem some or all of the U.S. Notes at the redemption prices described in the prospectus supplement. On or after such dates, as applicable, the Company may redeem some or all of the 2029 U.S. Notes, 2031 U.S. Notes and 2033 U.S. Notes at a redemption price equal to 100% of the principal amount of such notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

Copies of the U.S. Officer’s Certificates are filed as Exhibits 4.1, 4.3, 4.5 and 4.7, and the forms of each of the U.S. Notes are filed as Exhibits 4.2, 4.4, 4.6 and 4.8, and each is incorporated herein by reference. A prospectus supplement, dated September 8, 2026, relating to the offering and sale of the U.S. Notes was filed with the Securities and Exchange Commission on September 10, 2026. In addition, one of the underwriters is an affiliate of the Trustee (as defined below), and one of the underwriters is an affiliate of the paying agent for the Euro Notes.

Euro Notes

The Euro Notes were issued pursuant to the Indenture, as supplemented by the Officer’s Certificate relating to the 2030 Euro Notes (the “2030 Euro Notes Certificate”), the Officer’s Certificate relating to the 2032 Euro Notes (the “2032 Euro Notes Certificate”) and the Officer’s Certificate relating to the 2036 Euro Notes (together with the 2030 Euro Notes Certificate and 2032 Euro Notes Certificate, the “Euro Officer’s Certificates”), each dated September 14, 2026.

The 2030 Euro Notes will bear interest at a rate of 3.800% per annum. Interest on the 2030 Euro Notes will be paid annually on March 1 of each year, commencing March 1, 2027. The 2032 Euro Notes will bear interest at a rate of 4.040% per annum. Interest on the 2032 Euro Notes will be paid annually on March 3 of each year, commencing March 3, 2027. The 2036 Euro Notes will bear interest at a rate of 4.375% per annum. Interest on the 2036 Euro Notes will be paid annually on March 5 of each year, commencing March 5, 2027.

Prior to February 1, 2030 for the 2030 Euro Notes, January 3, 2032 for the 2032 Euro Notes, and December 5, 2035 for the 2036 Euro Notes, the Company may redeem some or all of the Euro Notes at the redemption prices described in the prospectus supplement. On or after such dates, as applicable, the Company may redeem some or all of the Euro Notes at a redemption price equal to 100% of the principal amount of the Euro Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The Company will, subject to certain exceptions and limitations set forth herein, pay as additional interest on the Euro Notes such additional amounts as are necessary in order that the net payment by the Company or the paying agent of the principal of and interest on the Euro Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Euro Notes to be then due and payable.

The Euro Notes are subject to redemption in whole at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but not including the redemption date at the option of the Company if at any time certain changes affecting taxation in the United States occur and would cause the Company to become obligated to pay additional amounts with respect to the Euro Notes.

Copies of the Euro Officer’s Certificates are filed as Exhibits 4.9, 4.11 and 4.13, and copies of the forms of each of the Euro Notes are filed as Exhibits 4.10, 4.12 and 4.14, and each is incorporated herein by reference. A prospectus supplement, dated September 9, 2026, relating to the offering and sale of the Euro Notes was filed with the Securities and Exchange Commission on September 10, 2026.

In connection with the Offerings, the Company is filing the legal opinions relating to the Offerings as Exhibits 5.1 and 5.2 to this report, and this Current Report on Form 8-K and exhibits hereto are incorporated by reference into the Registration Statement.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description of Exhibits
4.1    Officer’s Certificate, relating to the 4.750% Senior Notes due 2028, dated September 14, 2026.
4.2    Form of 4.750% Global Note due 2028 (included in Exhibit 4.1).
4.3    Officer’s Certificate, relating to the 4.875% Senior Notes due 2029, dated September 14, 2026.
4.4    Form of 4.875% Global Note due 2029 (included in Exhibit 4.3).
4.5    Officer’s Certificate, relating to the 5.125% Senior Notes due 2031, dated September 14, 2026.
4.6    Form of 5.125% Global Note due 2031 (included in Exhibit 4.5).
4.7    Officer’s Certificate, relating to the 5.300% Senior Notes due 2033, dated September 14, 2026.
4.8    Form of 5.300% Global Note due 2033 (included in Exhibit 4.7).
4.9    Officer’s Certificate, relating to the 3.800% Senior Notes due 2030, dated September 14, 2026.
4.10    Form of 3.800% Global Note due 2030 (included in Exhibit 4.9).
4.11    Officer’s Certificate, relating to the 4.040% Senior Notes due 2032, dated September 14, 2026.
4.12    Form of 4.040% Global Note due 2032 (included in Exhibit 4.11).
4.13    Officer’s Certificate, relating to the 4.375% Senior Notes due 2036, dated September 14, 2026.
4.14    Form of 4.375% Global Note due 2036 (included in Exhibit 4.13).
5.1    Opinion of Jones Day.
5.2    Opinion of Jones Day.
23.1    Consent of Jones Day (included in Exhibit 5.1).
23.2    Consent of Jones Day (included in Exhibit 5.2).
104    Cover Page Interactive File (the cover page tags are 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.

 

    PARKER-HANNIFIN CORPORATION
Date: September 14, 2026     By:  

/s/ Joseph R. Leonti

      Joseph R. Leonti
      Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

12 documents

Other Documents

Keep reading

More on PH

Trending in the feed

Open the live feed