Parker-Hannifin prices $2.4B and €2.0B notes

Parker-Hannifin prices multi-currency senior note offerings to refinance a short-term term loan used for the Filtration Group acquisition.

Rhea-AI Filing Summary

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.

Filing Explained

Parker arranged debt refinancing, not common-share issuance; closing remains pending on September 14, 2026, with proceeds intended to repay acquisition borrowings.

This Form 8-K reports that Parker-Hannifin agreed with underwriters to issue and sell senior notes, but the offerings remain pending closing on or about September 14, 2026, subject to customary conditions. If completed, the transaction would add senior-note principal and scheduled interest obligations without creating common-share dilution.

The Form S-3 registration provides capacity for registered securities, while the final 424(b) prospectus supplements state the terms of these offerings; registration itself is not issuance.

Parker says the intended proceeds, together with cash on hand, will repay borrowings under the acquisition-related 364-day term loan, so the stated financing purpose is debt replacement rather than equity financing; repayment is not disclosed as completed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Key Figures

U.S. Notes aggregate principal: $2.4 billion Euro Notes aggregate principal: €2.025 billion 2028 U.S. Notes coupon: 4.750% per annum +5 more

8 metrics

U.S. Notes aggregate principal $2.4 billion Total senior notes priced in the U.S. dollar offering on September 8, 2026

Euro Notes aggregate principal €2.025 billion Total senior notes priced in the euro offering on September 9, 2026

2028 U.S. Notes coupon 4.750% per annum $525 million senior notes due 2028

2029 U.S. Notes coupon 4.875% per annum $500 million senior notes due 2029

2031 U.S. Notes coupon 5.125% per annum $750 million senior notes due 2031

2033 U.S. Notes coupon 5.300% per annum $625 million senior notes due 2033

2030 Euro Notes coupon 3.800% per annum €700 million senior notes due 2030

2036 Euro Notes coupon 4.375% per annum €525 million senior notes due 2036

Key Terms

senior notes, Indenture, Registration Statement on Form S-3, Prospectus Supplements, +1 more

5 terms

senior notes financial

"aggregate principal amount of senior notes, consisting of $525 million"

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

"Each series of the U.S. Notes will be issued pursuant to an indenture"

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.

Registration Statement on Form S-3 regulatory

"registered under the Securities Act of 1933 ... under the Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Prospectus Supplements regulatory

"filed ... preliminary Prospectus Supplements pertaining to the U.S. Notes Offering"

A prospectus supplement is an official add-on to a securities prospectus that provides new or updated details about a specific stock, bond, or other offering, such as terms, risks, or financial data. Investors use it like a product label update—checking it tells them what exactly is being offered, any changes from the original plan, and whether the investment's risks, size, or price have shifted, which can affect buy, hold, or sell decisions.

forward-looking statements regulatory

"Forward-looking statements contained in this and other written and oral reports"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What debt offerings did Parker-Hannifin (PH) announce in this 8-K?

Parker-Hannifin announced a $2.4 billion U.S. dollar senior note offering and a €2.025 billion euro senior note offering, each consisting of multiple tranches with staggered maturities between 2028 and 2036 and fixed interest rates.

What are the key terms of Parker-Hannifin’s U.S. dollar notes?

The U.S. notes total $2.4 billion: $525 million 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 beginning in 2027.

What are the key terms of Parker-Hannifin’s euro-denominated notes?

The euro notes total €2.025 billion: €700 million due 2030 at 3.800%, €800 million due 2032 at 4.040%, and €525 million due 2036 at 4.375%, with annual interest payments starting in 2027.

How will Parker-Hannifin (PH) use the proceeds from these note offerings?

Parker-Hannifin intends to use the net proceeds from the U.S. and euro note offerings, together with cash on hand, to repay borrowings under a 364-day term loan incurred in connection with its acquisition of Filtration Group Corporation.

When are the Parker-Hannifin note offerings expected to close?

Both the U.S. dollar and euro note offerings are expected to close on or about September 14, 2026, subject to customary closing conditions.

Under what registration statement were Parker-Hannifin’s notes offered?

The U.S. and euro notes were registered under the Securities Act on Parker-Hannifin’s Form S-3 Registration Statement No. 333-298527, which became effective on August 24, 2026.

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 Not now

Available on EDGAR 09/10/2026 - 04:12 PM Accepted by SEC EDGAR 09/10/2026 - 04:11 PM Learn about SEC filing dates

Parker-Hannifin Corp false 0000076334 0000076334 2026-09-08 2026-09-08

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 8, 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 Items.

U.S. Dollar-Denominated Note Offering

On September 8, 2026, Parker-Hannifin Corporation (“Parker” or the “Company”) entered into an underwriting agreement (the “U.S. Notes Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto (the “U.S. Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the U.S. Notes Underwriters the U.S. Notes (as defined below). For a complete description of the terms and conditions of the U.S. Notes Underwriting Agreement, please refer to the U.S. Notes Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

On September 8, 2026, the Company priced an offering (the “U.S. Notes Offering”) of $2.4 billion in aggregate principal amount of senior notes, 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 2028 U.S. Notes will bear interest at a rate of 4.750% per annum, the 2029 U.S. Notes will bear interest at a rate of 4.875% per annum, the 2031 U.S. Notes will bear interest at a rate of 5.125% per annum and the 2033 U.S. Notes will bear interest at a rate of 5.300% per annum. Each series of the U.S. Notes will be 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 an Officer’s Certificate related to each series of the U.S. Notes, to be dated the issue date of the U.S. Notes. Interest on the 2028 U.S. Notes and the 2029 U.S. Notes will be paid semi-annually in arrears on March 14 and September 14 of each year, commencing March 14, 2027. Interest on the 2031 U.S. Notes will be paid semi-annually in arrears on March 19 and September 19 of each year, commencing March 19, 2027. Interest on the 2033 U.S. Notes will be paid semi-annually in arrears on March 16 and September 16 of each year, commencing March 16, 2027. The U.S. Notes Offering is expected to close on or about September 14, 2026, subject to customary closing conditions.

Euro-Denominated Note Offering

On September 9, 2026, the Company entered into an underwriting agreement (the “Euro Notes Underwriting Agreement”) with Barclays Bank PLC, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc, as representatives of the several underwriters listed in Schedule I thereto (the “Euro Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the Euro Notes Underwriters the Euro Notes (as defined below). For a complete description of the terms and conditions of the Euro Notes Underwriting Agreement, please refer to the Euro Notes Underwriting Agreement, which is filed as Exhibit 1.2 hereto, and is incorporated herein by reference.

On September 9, 2026, the Company priced an offering (the “Euro Notes Offering”) of €2.025 billion in aggregate principal amount of senior notes, 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 2030 Euro Notes will bear interest at a rate of 3.800% per annum, the 2032 Euro Notes will bear interest at a rate of 4.040% per annum and the 2036 Euro Notes will bear interest at a rate of 4.375% per annum. Each series of the Euro Notes will be issued pursuant to the Indenture, as supplemented by an Officer’s Certificate related to each series of the Euro Notes, to be dated the issue date of the Euro Notes. Interest on the 2030 Euro Notes will be paid annually in arrears on March 1 of each year, commencing March 1, 2027. Interest on the 2032 Euro Notes will be paid annually in arrears on March 3 of each year, commencing March 3, 2027. Interest on the 2036 Euro Notes will be paid annually in arrears on March 5 of each year, commencing March 5, 2027. The Euro Offering is expected to close on or about September 14, 2026, subject to customary closing conditions.

The Company intends to use the net proceeds from the U.S. Notes Offering and the Euro Notes Offering, 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 offerings of the U.S. Notes and Euro Notes have been registered under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement on Form S-3 (Registration No. 333-298527), which initially became effective on August 24, 2026. On September 8, 2026 and September 9, 2026, Parker filed with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b) under the Act, preliminary Prospectus Supplements pertaining to the U.S. Notes Offering and the Euro Notes Offering, respectively. On September 10, 2026, Parker filed with the Commission, pursuant to Rule 424(b) under the Act, final Prospectus Supplements pertaining to the U.S. Notes Offering and the Euro Notes Offering, dated September 8, 2026 and September 9, 2026, respectively.

In connection with the offering of the U.S. Notes and the Euro Notes, this Current Report on Form 8-K and exhibits thereto are incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated September 8, 2026, among Parker-Hannifin Corporation and Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
1.2		Underwriting Agreement, dated September 9, 2026, among Parker-Hannifin Corporation and Barclays Bank PLC, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc, as representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. Often but not always, these statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and may also include statements regarding future performance, orders, earnings projections, events or developments. The Company cautions readers not to place undue reliance on these statements. It is possible that the future performance may differ materially from past performance or current expectations.

Among other factors that may affect future performance are: changes in business relationships with and orders by or from major customers, suppliers or distributors, including delays or cancellations in shipments; disputes regarding contract terms, changes in contract costs and revenue estimates for new development programs; changes in product mix; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the pending acquisition of CIRCOR International, Inc.’s Commercial and Defense Aerospace business and the integration of Filtration Group Corporation and Curtis Instruments, Inc.; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; the determination and ability to successfully undertake business realignment activities and the expected costs, including cost savings, thereof; ability to implement successfully business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on the Company’s access to raw materials, component products and/or commodities if associated costs cannot be recovered in product pricing; ability to manage costs related to insurance and employee retirement and health care benefits; legal and regulatory developments and other government actions, including related to environmental protection, and associated compliance costs; supply chain and labor disruptions, including as a result of tariffs and labor shortages; threats associated with international conflicts, including geopolitical tensions in the Middle East, and cybersecurity risks and risks associated with protecting the Company’s intellectual property; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; effects on market conditions, including sales and pricing, resulting from global reactions to U.S. trade policies; manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and economic conditions such as inflation, deflation, interest rates and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in the tax laws in the United States and foreign jurisdictions and judicial or regulatory interpretations thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. Readers should also consider forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 and other periodic filings made with the Commission.

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
By:		/s/ Joseph R. Leonti
		Joseph R. Leonti
		Executive Vice President, General Counsel and Secretary

Date: September 10, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 188.3 KB
• EX-1.2 EX-1.2 223.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB