Parker-Hannifin CORP 8-K Filing

Key Financial Figures

• $5.25 billion — ty in the aggregate principal amount of $5.25 billion (the " 364-Day Credit Facility ") and (
• $2.50 billion — ty in the aggregate principal amount of $2.50 billion (the " Three-Year Credit Facility ", an

Filing Documents

• d25389d8k.htm (8-K) — 33KB
• d25389dex101.htm (EX-10.1) — 466KB
• d25389dex102.htm (EX-10.2) — 472KB
• 0001193125-25-314164.txt ( ) — 1299KB
• ph-20251210.xsd (EX-101.SCH) — 3KB
• ph-20251210_lab.xml (EX-101.LAB) — 17KB
• ph-20251210_pre.xml (EX-101.PRE) — 11KB
• d25389d8k_htm.xml (XML) — 3KB

From the Filing

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): December 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 December 10, 2025, Parker-Hannifin Corporation (the " Company ") entered into (i) a 364-Day Term Loan Agreement (the " 364-Day Credit Agreement ") with Barclays Bank PLC, as administrative agent, and various financial institutions named therein as lenders, which 364-Day Credit Agreement provides for a delayed draw term loan facility in the aggregate principal amount of $5.25 billion (the " 364-Day Credit Facility ") and (ii) a Three-Year Term Loan Agreement (the " Three-Year Credit Agreement ", and, together with the 364-Day Credit Agreement, the " Credit Agreements ") with KeyBank National Association, as administrative agent, and the various financial institutions named therein as lenders, which Three-Year Credit Agreement provides for a delayed draw term loan facility in the aggregate principal amount of $2.50 billion (the " Three-Year Credit Facility ", and, together with the with 364-Day Credit Facility, the " Credit Facilities "). The proceeds of the Credit Facilities, if and to the extent drawn, will be used by the Company to finance a portion of the consideration in its proposed acquisition of Filtration Group Corporation, a Delaware corporation (the " Acquisition "), as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2025. The Credit Agreements (i) provide for committed senior unsecured delayed draw term loan facilities denominated in dollars, (ii) require, in the case of the 364-Day Credit Facility, mandatory prepayments of the loans (or, prior to the date on which the loans under the 364-Day Credit Facility are drawn, mandatory reductions of the commitments thereunder in such amounts) under the 364-Day Credit Agreement with the net cash proceeds from certain debt and equity issuances and asset sales, in each case subject to exceptions, baskets and thresholds as set forth in the 364-Day Credit Agreement, (iii) mature, in the case of the 364-Day Credit Facility, on the date that is 364 days after the funding of all or a portion of the delayed draw term loans under the 364-Day Credit Facility and, in the case of the Three-Year Credit Agreement, on the date that is three years after the initial funding of all or a portion of the delayed draw term loans under the Three-Year Credit Facility, (iv) contain representations and warranties usual and customary for a senior unsecured delayed draw term loan credit facility, (v) contain covenants usual and customary for a senior unsecured delayed draw term loan credit facility, including compliance with a debt to capitalization ratio, and certain covenants that restrict, among other things, the Company's and its subsidiaries' ability to incur liens, merge or consolidate with other companies or sell assets outside the ordinary course of business, and (vi) contain events of default and acceleration provisions usual and customary for a senio

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