Amphenol Corp Enters Material Definitive Agreement

Ticker: APH · Form: 8-K · Filed: 2025-11-10T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation

TL;DR

Amphenol just signed a big deal, creating a new financial obligation. Watch this space.

AI Summary

On November 10, 2025, Amphenol Corporation entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and its implications for the company's financial standing. Specific terms and the nature of the obligation are outlined within the document.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Amphenol Corporation, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to debt, performance, or market conditions.

Key Players & Entities

FAQ

What type of material definitive agreement did Amphenol Corporation enter into?

The filing indicates the entry into a material definitive agreement that creates a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant, but the specific nature of the agreement is not detailed in the provided text.

When was this material definitive agreement reported?

The report date for this filing, and thus the earliest event reported, is November 10, 2025.

What is Amphenol Corporation's state of incorporation?

Amphenol Corporation is incorporated in Delaware.

Where are Amphenol Corporation's principal executive offices located?

Amphenol Corporation's principal executive offices are located at 358 Hall Avenue, Wallingford, Connecticut 06492.

What is the registrant's telephone number?

The registrant's telephone number, including area code, is (203) 265-8900.

Filing Stats: 2,379 words · 10 min read · ~8 pages · Grade level 11.7 · Accepted 2025-11-10 16:39:17

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 10, 2025, Amphenol Corporation (the "Company") issued and sold $500,000,000 aggregate principal amount of the Company's Floating Rate Senior Notes due 2027 (the "Floating Rate Notes"), $750,000,000 aggregate principal amount of the Company's 3.800% Senior Notes due 2027 (the "2027 Notes"), $750,000,000 aggregate principal amount of the Company's 3.900% Senior Notes due 2028 (the "2028 Notes"), $1,000,000,000 aggregate principal amount of the Company's 4.125% Senior Notes due 2030 (the "2030 Notes"), $1,250,000,000 aggregate principal amount of the Company's 4.400% Senior Notes due 2033 (the "2033 Notes"), $1,600,000,000 aggregate principal amount of the Company's 4.625% Senior Notes due 2036 (the "2036 Notes") and $1,650,000,000 aggregate principal amount of the Company's 5.300% Senior Notes due 2055 (the "2055 Notes", and together with the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes and the 2036 Notes, the "Notes"), pursuant to the Company's Registration Statement on Form S-3 (No. 333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated October 27, 2025. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated October 27, 2025, by and between the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Mizuho Securities USA LLC and BofA Securities, Inc., as representatives of the several Underwriters named in Schedule A thereto. The Company received net proceeds from the offering of the Notes, after deducting the underwriting discounts and estimated offering expenses payable by the Company, of approximately $7,431.8 million. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, borrowings under the Company's three-year unsecured delayed draw term loan credit agreement and the Company's 364-day

03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The foregoing terms and conditions of the Indenture, the Officers' Certificate and the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023) 4.2 Officers' Certificate, dated November 10, 2025, establishing the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes pursuant to the Indenture 4.3 Form of Global Note for the Floating Rate Notes 4.4 Form of Global Note for the 2027 Notes 4.5 Form of Global Note for the 2028 Notes 4.6 Form of Global Note for the 2030 Notes 4.7 Form of Global Note for the 2033 Notes 4.8 Form of Global Note for the 2036 Notes 4.9 Form of Global Note for the 2055 Notes 5.1 Opinion of Latham & Watkins LLP regarding the legality of the Notes issued by Amphenol Corporation 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 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. AMPHENOL CORPORATION By: /s/ Craig A. Lampo Craig A. Lampo Senior Vice President and Chief Financial Officer Date: November 10, 2025

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