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    Amphenol Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

    6/12/25 6:00:38 AM ET
    $APH
    Electrical Products
    Technology
    Get the next $APH alert in real time by email
    false 0000820313 0000820313 2025-06-11 2025-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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)  June 11, 2025

     

    AMPHENOL CORPORATION

    (Exact name of registrant as specified in its charter)

     

    Delaware   1-10879   22-2785165

    (State or other jurisdiction of incorporation)

      (Commission File Number)   (IRS Employer Identification No.)

     

    358 Hall Avenue, Wallingford, Connecticut   06492
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (203) 265-8900

     

    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(s)

      Name of each exchange on which 
    registered
    Class A Common Stock, $0.001 par value per share   APH   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 1.01 Entry into a Material Definitive Agreement.

     

    On June 11, 2025, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and BNP PARIBAS, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Barclays Bank PLC, HSBC Bank plc, Mizuho International plc, The Toronto-Dominion Bank, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, ING Bank N.V. Belgian Branch, Siebert Williams Shank & Co., LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc., relating to the offer and sale of €600,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2032 (the “Euro Notes”).

     

    The closing of the Euro Notes offering is expected to occur on June 16, 2025, subject to the satisfaction of customary closing conditions.

     

    A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is filed herewith for purposes of incorporation by reference into the Company’s Registration Statement (No. 333-270605).

     

    The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

     

    Item 8.01 Other Events.

     

    On June 11, 2025, the Company issued a press release announcing the pricing of the Euro Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     

     

     

     

     Item 9.01 Financial Statements and Exhibits.

     

    Exhibit No.   Description
    1.1   Underwriting Agreement, dated June 11, 2025, by and between the Company and BNP PARIBAS, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Barclays Bank PLC, HSBC Bank plc, Mizuho International plc, The Toronto-Dominion Bank, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, ING Bank N.V. Belgian Branch, Siebert Williams Shank & Co., LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc., relating to the offer and sale of €600,000,000 aggregate principal amount of the Euro Notes.
    99.1   Press Release of the Company, dated June 11, 2025, relating to the pricing of the Euro Notes.
    104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

     

     

     

     

    SIGNATURES

     

    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
       
    Date: June 12, 2025 By: /s/ Craig A. Lampo
        Name: Craig A. Lampo
        Title: Senior Vice President and Chief Financial Officer

     

     

     

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