Parker-Hannifin Corp Enters Material Definitive Agreement

TL;DR

Parker-Hannifin signed a big deal, filing shows.

AI Summary

On November 10, 2025, Parker-Hannifin Corporation entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Ohio and headquartered in Cleveland.

Why It Matters

This filing indicates a significant new contract or transaction for Parker-Hannifin, which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 1-4982 — Commission File Number (Parker-Hannifin's SEC filing identifier)
• 34-0451060 — I.R.S. Employer Identification No. (Parker-Hannifin's tax identification number)

Key Players & Entities

• Parker-Hannifin Corporation (company) — Registrant
• November 10, 2025 (date) — Date of earliest event reported
• Ohio (location) — State of Incorporation
• Cleveland (location) — City of Principal Executive Offices

FAQ

Key Financial Figures

• $9.25 b — free basis for a cash purchase price of $9.25 billion, subject to a net working capital

Filing Documents

• d205331d8k.htm (8-K) — 34KB
• d205331dex21.htm (EX-2.1) — 563KB
• 0001193125-25-275641.txt ( ) — 830KB
• ph-20251110.xsd (EX-101.SCH) — 3KB
• ph-20251110_lab.xml (EX-101.LAB) — 17KB
• ph-20251110_pre.xml (EX-101.PRE) — 11KB
• d205331d8k_htm.xml (XML) — 3KB

From the Filing

Form 8-K 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): November 10, 2025 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. Item1.01. Entry into a Material Definitive Agreement. On November 10, 2025, Parker-Hannifin Corporation ("Parker") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Prosper Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parker ("Merger Sub"), Filtration Group Corporation, a Delaware corporation ("Filtration Group"), and, solely in its capacity as the representative for Filtration Group's securityholders, Filtration Group Equity LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, Parker has agreed to acquire Filtration Group via a merger transaction (the "Merger") on a cash-free, debt-free basis for a cash purchase price of $9.25 billion, subject to a net working capital adjustment. Filtration Group, a private company headquartered in Oakbrook Terrace, Illinois, provides complementary and proprietary filtration technologies for critical applications. The purchase price is expected to be financed with new debt and cash on hand. The Merger Agreement provides that immediately prior to the effective time of the Merger, Filtration Group will merge with and into Merger Sub with Filtration Group surviving as a wholly-owned subsidiary of Parker. The completion of the Merger is subject to certain closing conditions, including (a) the absence of any temporary restraining order, injunction or other legal order, which would have the effect of making illegal or otherwise prohibiting the completion of the Merger, (b) the receipt of certain governmental and regulatory approvals, including receipt of requisite Hart-Scott-Rodino Act approvals, (c) completion of a preclosing transfer of Filtration Group's Facet Filtration business to its stockholders, and (d) other customary conditions specified in the Merger Agreement. The Merger Agreement contains certain representations, warranties, agreements, and covenants of Parker and Filtration Group, including customary operating restrictions on the conduct of the business of Filtration Group and cooperation provisions that apply until the completion of the Merger or termination of the Merger Agreement. The Merger Agreement also contains customary termination rights for each of Parker and Filtration Group, as well as the right of either Parker or Filtration Group to terminate if the completion of the Merger shall not have occurred prior to February 10, 2027, which date may be extended upon the satisfaction of certain conditions. The foregoing summary of the Merger Agreement is subject to, and qualified in its entirety by, the text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The representations, warranties and covenants set forth in the Merger Agreement have been made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting par

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