tm2613386-1_424b3 - none

424B3 1 tm2613386-1_424b3.htm 424B3 tm2613386-1_424b3 - none - 8.9103718s

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these senior notes and are not soliciting an offer to buy these senior notes in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-293923

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT
DATED MAY 5, 2026

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 2, 2026)

AMPHENOL CORPORATION

€ % Senior Notes due 20
€ % Senior Notes due 20

We are offering € aggregate principal amount of our % Senior Notes due 20 (the “20 notes”) and € aggregate principal amount of our % Senior Notes due 20 (the “20 notes” and, together with the 20 notes, the “notes”).

We will pay interest on the 20 notes annually on of each year, beginning on , 2027, and we will pay interest on the 20 notes annually on of each year, beginning on , 2027.

Each series of the notes will be our unsecured senior obligations and will rank equally in right of payment with all of our other unsecured senior indebtedness outstanding from time to time.

We may redeem some or all of the 20 notes and the 20 notes from time to time at the applicable redemption prices described in “Description of the Notes — Optional Redemption” in this prospectus supplement. Also, we may, at our option, redeem the 20 notes and/or the 20 notes, in whole but not in part, at 100% of their principal amount, together with interest accrued thereon to, but not including, the date fixed for redemption, in the event of certain changes in tax law as described under “Description of the Notes — Redemption Upon Changes in Withholding Taxes.”

Unless we have previously redeemed the notes, if a Change of Control Repurchase Event (as defined herein) occurs, we will be required to offer to repurchase the notes at a purchase price in cash equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest to, but not including, the date of repurchase as described under “Description of the Notes — Change of Control” in this prospectus supplement.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and on page 6 of the accompanying prospectus and the risk factors included in our periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of which is incorporated by reference herein, for a discussion of certain risks you should consider carefully before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prices to Public(1)

Underwriting Discount

Proceeds to us
(before expenses)

Per note

Total

Per note

Total

Per note

Total

20 notes

€

20 notes

€

Combined Total

€

(1)

Plus accrued interest, if any, from , 2026, if settlement occurs after that date.

Each series of notes is a new issue of securities with no established trading market. We intend to apply to list the notes on the New York Stock Exchange (the “NYSE”). The listing application will be subject to approval by the NYSE.

The notes will be ready for delivery in book-entry form only through a common depositary for Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”), on or about , 2026.

Joint Book-Running Managers

BarclaysCitigroupCommerzbankHSBC

BNP PARIBAS J.P. MorganMizuho

Senior Co-Manager

Standard Chartered Bank

Co-Managers

INGSiebert Williams Shank

The date of this prospectus supplement is , 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
FORWARD-LOOKING STATEMENTS		S-v
TRADEMARKS		S-vi
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-vi
SUMMARY		S-1
RISK FACTORS		S-9
USE OF PROCEEDS		S-14
CAPITALIZATION		S-15
DESCRIPTION OF THE NOTES		S-17
PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES		S-28
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		S-32
CERTAIN ERISA CONSIDERATIONS		S-39
UNDERWRITING (CONFLICTS OF INTEREST)		S-41
LEGAL MATTERS		S-47
EXPERTS		S-47

	Page
ABOUT THIS PROSPECTUS		1
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA		3
FORWARD-LOOKING STATEMENTS		4
WHERE YOU CAN FIND MORE INFORMATION		4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		5
RISK FACTORS		6
AMPHENOL CORPORATION		7
AMPHENOL TECHNOLOGIES HOLDING GMBH		8
ENFORCEMENT OF CIVIL LIABILITIES		9
USE OF PROCEEDS		11
GUARANTOR DISCLOSURES		12
DESCRIPTION OF SENIOR DEBT SECURITIES		13
DESCRIPTION OF GUARANTEES		25
GLOBAL SECURITIES		26
PLAN OF DISTRIBUTION		30
LEGAL MATTERS		32
EXPERTS		32

	Three Months Ended March 31,						Year Ended December 31,
(in millions)	2026			2025			2025			2024			2023
	(unaudited)
Statements of Income Data:
Net sales		$	7,620.1		$	4,811.0		$	23,094.7		$	15,222.7		$	12,554.7
Cost of sales			4,819.9			3,167.0			14,577.0			10,083.0			8,470.6
Selling, general and administrative expenses			851.5			575.2			2,545.7			1,855.4			1,489.9
Operating income			1,831.8			1,024.8			5,868.6			3,156.9			2,559.6
Net income attributable to APH			933.0			737.8			4,270.3			2,424.0			1,928.0
Non-GAAP Data:
Adjusted operating income(a)			2,080.7			1,129.7			6,049.8			3,302.5			2,594.2
Adjusted net income attributable to APH(a)			1,372.7			799.8			4,272.5			2,382.1			1,870.4
Statements of Cash Flow and Other Data:
Net cash provided by operating activities			1,121.5			764.9			5,374.7			2,814.7			2,528.7
Net cash used in investing activities			(11,030.8)			(2,352.6)			(5,082.1)			(2,648.6)			(1,393.7)
Net cash provided by (used in) financing activities			2,898.3			(88.6)			7,423.2			1,729.9			(1,012.4)
Capital expenditures			(291.6)			(188.6)			(996.6)			(665.4)			(372.8)

	As of March 31,			As of December 31,
(in millions)	2026			2025			2024			2023
Balance Sheet Data:
Cash and cash equivalents		$	4,128.0		$	11,130.6		$	3,317.0		$	1,475.0
Short-term investments			455.1			303.6			18.4			185.2
Working capital(b)			6,409.0			13,464.4			5,602.2			3,682.6
Total assets			42,133.8			36,236.9			21,440.2			16,526.4
Total debt(c)			18,748.9			15,502.0			6,886.1			4,337.3
Total equity			14,082.4			13,500.4			9,847.4			8,395.8

	Three Months Ended March 31,												Year Ended December 31,
	2026						2025						2025						2024						2023
(in millions)	Operating Income			Net Income attributable to APH			Operating Income			Net Income attributable to APH			Operating Income			Net Income attributable to APH			Operating Income			Net Income attributable to APH			Operating Income			Net Income attributable to APH
Reported (GAAP)		$	1,831.8		$	933.0		$	1,024.8		$	737.8		$	5,868.6		$	4,270.3		$	3,156.9		$	2,424.0		$	2,559.6		$	1,928.0
Amortization of acquisition-related inventory step-up costs			132.0			101.1			60.9			46.6			77.8			59.6			18.2			14.0			—			—
Acquisition-related expenses			116.9			99.5			44.0			35.5			103.4			89.2			127.4			105.3			34.6			30.2
Gain on bargain purchase acquisition			—			—			—			—			—			—			—			—			—			(5.4)
Excess tax benefits related to stock-based compensation			—			(50.9)			—			(20.1)			—			(246.6)			—			(142.6)			—			(82.4)
Discrete tax items			—			290.0			—			—			—			100.0			—			(18.6)			—			—
Adjusted (non-GAAP)(1)		$	2,080.7		$	1,372.7		$	1,129.7		$	799.8		$	6,049.8		$	4,272.5		$	3,302.5		$	2,382.1		$	2,594.2		$	1,870.4

	As of March 31, 2026
(In millions)	Historical			As Adjusted
Cash and cash equivalents		$	4,128.0		$
Indebtedness:
Short-term borrowings including obligations under capital leases:
2026 Euro Notes of Amphenol Technologies Holding GmbH(a)(b)			576.9			576.9
364-day delayed draw term loan			1,534.1
Other			0.9			0.9
Short-term deferred debt issuance costs			(2.3)			—
Total short-term borrowings		$	2,109.6		$
Long-term debt including obligations under capital lease:
Revolving credit facility		$	—		$	—
Three-year delayed draw term loan			1,534.1			1,534.1
U.S. Commercial Paper Program(c)			—			—
Euro Commercial Paper Program issued by Amphenol Technologies Holding GmbH			—			—
5.050% Senior Notes due 2027			700.9			700.9
Floating Rate Senior Notes due 2027			500.0			500.0
3.800% Senior Notes due 2027			749.6			749.6
4.375% Senior Notes due 2028			749.5			749.5
2028 Euro Notes of Amphenol Technologies Holding GmbH(a)			576.1			576.1
3.900% Senior Notes due 2028			749.3			749.3
5.050% Senior Notes due 2029			449.7			449.7
4.350% Senior Notes due 2029			499.9			499.9
2.800% Senior Notes due 2030			899.7			899.7
4.125% Senior Notes due 2030			999.0			999.0
2031 Euro Notes of Amphenol Technologies Holding GmbH(a)			575.9			575.9
2.200% Senior Notes due 2031			748.5			748.5
3.125% Euro Senior Notes due 2032(a)			687.6			687.6
4.400% Senior Notes due 2033			1,248.6			1,248.6
5.250% Senior Notes due 2034			599.5			599.5
5.000% Senior Notes due 2035			746.8			746.8
4.625% Senior Notes due 2036			1,598.4			1,598.4
5.375% Senior Notes due 2054			492.5			492.5

SEC Form 424B3 filed by Amphenol Corporation