AMPHENOL CORP /DE/ — Capital/Financing Update 2026

Mar 24, 2026

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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) March 24, 2026

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 |
| 3.125% Senior Notes due 2032 | APH32 | 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. ¨

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Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2026, Amphenol Technologies Holding GmbH (“Amphenol Technologies”), a German limited liability company ( Gesellschaft mit beschränkter Haftung ) and wholly-owned indirect subsidiary of Amphenol Corporation (the “Company”), entered into an underwriting agreement (the “Amphenol Technologies Underwriting Agreement”) by and among Amphenol Technologies, as issuer, the Company, as guarantor, and Barclays Bank PLC, Citigroup Global Markets Europe AG, Commerzbank Aktiengesellschaft, HSBC Bank plc , BofA Securities Europe SA, Goldman Sachs & Co. LLC, TD Global Finance unlimited company, U.S. Bancorp Investments, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, relating to the offer and sale of €500,000,000 aggregate principal amount of Amphenol Technologies’ 3.625% Senior Notes due 2031 (the “Notes”).

The closing of the Notes offering (the “Notes Offering”) is expected to occur on March 30, 2026, subject to the satisfaction of customary closing conditions.

A copy of the Amphenol Technologies 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. 333-293923).

The above description of the Amphenol Technologies Underwriting Agreement is qualified in its entirety by reference to the Amphenol Technologies 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 March 24, 2026, the Company and Amphenol Technologies issued a press release announcing the pricing of the Notes Offering, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement,
dated March 24, 2026, by and among Amphenol Technologies, the Company and Barclays Bank PLC, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, HSBC Bank plc, BofA Securities Europe SA, Goldman Sachs & Co. LLC, TD Global Finance unlimited
company, U.S. Bancorp Investments, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, relating to the offer
and sale of €500,000,000 aggregate principal amount of the Notes.
99.1	Press Release of the Company and Amphenol Technologies,
dated March 24, 2026, relating to the pricing of the Notes Offering.
104	Cover Page Interactive Data File (formatted as
inline XBRL and contained in Exhibit 101).

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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.

/s/ Craig A. Lampo
Name:	Craig A. Lampo
Title:	Executive Vice President and Chief Financial Officer

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