What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-11 compared with 2025-02-07 · 280 added, 194 removed, 1126 unchanged (30% of the section changed)

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o Assessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:

◾ Evaluating former and ongoing tax audits by tax authorities

◾ Evaluating former and ongoing tax audits and notices by tax authorities

◾ Evaluating transactions for which third-party tax advice or tax opinions were received

◾ Reviewing other available relevant information

◾ Determining if there is any relevant additional information available that was not identified and considered in management’s assessment

o Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.

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Year Ended December 31,

Total other comprehensive (loss) income, net of tax:

Total other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

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Pension and postretirement benefit plan adjustment

Total other comprehensive (loss) income, net of tax

Total other comprehensive income (loss), net of tax

Total comprehensive income

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Redeemable noncontrolling interests

Class A Common Stock, $ 0.001 par value, 2,000.0 shares authorized;

1,212.9 shares issued and 1,209.3 shares outstanding at December 31, 2024;

1,201.3 shares issued and 1,197.8 shares outstanding at December 31, 2023

Class A Common Stock, $ 0.001 par value;

5,000.0 shares authorized, 1,228.9 shares issued and 1,226.6 shares outstanding at December 31, 2025;

2,000.0 shares authorized, 1,212.9 shares issued and 1,209.3 shares outstanding at December 31, 2024

Additional paid-in capital

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Other comprehensive income (loss)

Purchase of noncontrolling interests

Acquisitions resulting in noncontrolling interests

Distributions to shareholders of noncontrolling interests

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Other comprehensive income (loss)

Acquisitions resulting in noncontrolling interests

Capital contributions from noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

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Other comprehensive income (loss)

Capital contributions from noncontrolling interests

Purchase of noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

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Repayments of senior notes and other long-term debt

Proceeds from short-term borrowings

Repayments of short-term borrowings

(Repayments) borrowings under commercial paper programs, net

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Dividend payments

Treasury lock settlement

Net cash provided by (used in) financing activities

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The Company aligns its businesses into the following three reportable business segments:

● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, coaxial and high-speed cable, as well as antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets.

● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, defense and commercial aerospace end markets.

coaxial, fiber optic and high-speed cable;

and other products for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets.

● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets.

● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, communications networks, defense and commercial aerospace end markets.

All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments.

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The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.

The Company’s results of operations for each of the three years ended December 31, 2024

may not necessarily be indicative of its future operating results.

The Company’s results of operations for each of the three years ended December 31, 2025 may not necessarily be indicative of its future operating results.

The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S.

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two -for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $ 0.001 per share.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $ 0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.

Cash and Cash Equivalents

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bank accounts.

However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.

However, as of December 31, 2025, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the November Senior Notes, as discussed in more detail in Note 4 herein.

Short-term and Long-term Investments

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Property, plant and equipment are carried at cost less accumulated depreciation.

Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and

equipment and office equipment and 20 to 40 years for buildings.

Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements.

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There have been no impairments recorded in 2025, 2024 or 2023 as a result of such reviews.

Purchases of property, plant and equipment were $ 1,040.3 and $ 665.4 for the years ended December 31, 2025 and 2024, respectively.

Capital expenditures, which includes both purchases of property, plant and equipment and amounts included in Accounts payable, for the years ended December 31, 2025 and 2024, primarily related to investments in manufacturing capabilities, both in the U.S.

and internationally.

Capital expenditures included in Accounts payable were $ 207.0 and $ 163.3 as of December 31, 2025 and 2024, respectively, which primarily related to these investments.

Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates.

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Annually, the Company performs its goodwill impairment assessment on its three reporting units.

In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

In the third quarter of 2025, as part of its annual evaluations, the Company performed a quantitative goodwill impairment assessment for each reporting unit.

As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using an equal weighting of the market and income approaches, which the Company believes provide the best indicators of their fair value.

The market approach utilizes market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry, while the income approach is based on estimate discounted future cash flows.

Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly-traded companies and from recent transactions within the industry.

As part of its quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment.

In the third quarter of 2024, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit.

In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount.

As of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required.

As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.

As of July 1, 2025 and 2024, the Company determined that it was more likely than not that the fair value of each of its reporting units was substantially in excess of their respective carrying amounts and, therefore, no goodwill impairment resulted from the assessments as of July 1, 2025 and 2024.

The Company has no t recognized any goodwill impairment in 2025, 2024 or 2023 in connection with its annual impairment assessments.

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Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.

are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements.

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Shipping and handling costs are generally charged to and paid by the majority of our customers as part of the contract.

For a nominal portion of our customer contracts, primarily for certain customers in the broadband communications market (a market primarily in the Communications Solutions segment), such costs are not separately charged to the customers.

For a nominal portion of our customer contracts, primarily for certain customers in the communications networks market (a market primarily in the Communications Solutions segment), such costs are not separately charged to the customers.

Shipping and handling costs are included in Cost of sales in the accompanying Consolidated Statements of Income.

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Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding.

Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares,

including dilutive common shares, the dilutive effect of which relates to stock options.

Diluted earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options.

Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method.

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Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.

The Company has used treasury lock derivative instruments to hedge the exposure to changes in benchmark interest rates associated with forecasted issuances of fixed-rate debt.

In August 2025, the Company entered into $ 1,500.0 10-year and $ 1,000.0 30-year notional treasury lock derivative instruments, which were settled upon the issuance of the November Senior Notes as discussed in Note 5 herein.

As of December 31, 2025, there were no outstanding treasury lock derivative instruments.

Gains and losses on the effective portion of treasury lock derivative instruments resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss) and amortized to Interest expense over the term of the related debt upon issuance.

Any ineffective portion is recognized immediately in interest expense.

Cash flows associated with treasury locks are classified and reported within financing activities in the Consolidated Statements of Cash Flow.

Net Investment Hedges

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As of December 31, 2025 and 2024, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil .

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4 herein, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.

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Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280.

The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis:

(i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

Furthermore, entities will be required to:

(i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 13 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

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The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay.

Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow

Specifically, these new disclosure requirements provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects.

ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

The Company continues to evaluate ASU 2023-09 and its disclosure requirements, and will adopt this standard in our upcoming Annual Report on Form 10-K for the year ended December 31, 2025.

As part of this Annual Report, the Company adopted ASU 2023-09, which was applied prospectively.

Refer to Note 6 herein for further details regarding this adoption.

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the potential impact of ASU 2024-03 on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.

Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The amendments under ASU 2025-11 should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the potential impact of ASU 2025-11 on its interim consolidated financial statements and disclosures.

Note 2—Inventories

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Euro Commercial Paper Program

Term Loan Credit Facility

2.050 % Senior Notes (less unamortized discount of nil at December 31, 2024)

2.050 % Senior Notes (less unamortized discount of nil and $ 0.2 at December 31, 2024 and 2023, respectively)

4.750 % Senior Notes (less unamortized discount of $ 0.1 and $ 0.5 at December 31, 2025 and 2024, respectively)

0.750 % Euro Senior Notes (less unamortized discount of $ 0.1 and $ 0.5 at December 31, 2025 and 2024, respectively)

5.050 % Senior Notes (plus unamortized premium of $ 2.2 at December 31, 2024)

5.050 % Senior Notes (plus unamortized premium of $ 1.2 and $ 2.2 at December 31, 2025 and 2024, respectively)

Floating Rate Senior Notes (less unamortized discount of nil at December 31, 2025)

November 2027

3.800 % Senior Notes (less unamortized discount of $ 0.5 at December 31, 2025)

November 2027

4.375 % Senior Notes (less unamortized discount of $ 0.5 at December 31, 2025)

2.000 % Euro Senior Notes (less unamortized discount of $ 0.8 and $ 1.1 at December 31, 2025 and 2024, respectively)

3.900 % Senior Notes (less unamortized discount of $ 0.8 at December 31, 2025)

November 2028

5.050 % Senior Notes (less unamortized discount of $ 0.3 and $ 0.4 at December 31, 2025 and 2024, respectively)

4.350 % Senior Notes (less unamortized discount of $ 0.2 and $ 0.2 at December 31, 2025 and 2024, respectively)

2.800 % Senior Notes (less unamortized discount of $ 0.3 and $ 0.4 at December 31, 2025 and 2024, respectively)

February 2030

4.125 % Senior Notes (less unamortized discount of $ 1.0 at December 31, 2025)

November 2030

2.200 % Senior Notes (less unamortized discount of $ 1.6 and $ 1.8 at December 31, 2025 and 2024, respectively)

September 2031

3.125 % Euro Senior Notes (less unamortized discount of $ 4.9 at December 31, 2025)

4.400 % Senior Notes (less unamortized discount of $ 1.5 at December 31, 2025)

February 2033

5.250 % Senior Notes (less unamortized discount of $ 0.5 and $ 0.6 at December 31, 2025 and 2024, respectively)

5.000 % Senior Notes (less unamortized discount of $ 3.3 and $ 3.7 at December 31, 2025 and 2024, respectively)

4.625 % Senior Notes (less unamortized discount of $ 1.7 at December 31, 2025)

February 2036

5.375 % Senior Notes (less unamortized discount of $ 7.5 and $ 7.8 at December 31, 2025 and 2024, respectively)

November 2054

5.300 % Senior Notes (less unamortized discount of $ 2.7 at December 31, 2025)

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(1) The fair value of each series of the Company’s Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

Delayed Draw Term Loans

On August 22, 2025, the Company entered into (i) a three-year , $ 2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day , $ 2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans,” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date.

Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility.

Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed.

Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating.

The carrying value of any borrowings under each Delayed Draw Term Loan would approximate their fair value, primarily due to its market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5).

On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $ 1,534.1 .

As of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan.

However, in January 2026, the Company drew the full $ 1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the acquisition of CommScope’s Connectivity and Cable Solutions Business (“CommScope”), which closed on January 9, 2026, as discussed further in Note 15 herein.

In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the 3-Year Delayed Draw Term Loan will mature on January 8, 2027 and January 9, 2029 , respectively.

Interest rates on each Delayed Draw Term Loan were based on a spread over the adjusted term SOFR based on the Company’s debt rating, and on the borrowing date, the effective interest rates were approximately 4.42 % and 4.55 % for the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively.

The Delayed Draw Term Loans required payment of certain commitment fees prior to the funding thereunder and require that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility.

On December 31, 2025, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan .

During the year ended December 31, 2025, the Company incurred $ 20.1 of debt financing costs associated with the issuance of the Delayed Draw Term Loans.

Revolving Credit Facility

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The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates, in the case of U.S.

dollar borrowings, are either the base rate or the adjusted term Secured Overnight

Financing Rate (“SOFR”).

dollar borrowings, are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).

The Revolving Credit Facility was undrawn on the date it was amended and restated.

The Company may utilize the Revolving Credit Facility for general corporate purposes.

As of December 31, 2024 and 2023, there were no outstanding borrowings under the revolving credit facility then in effect.

As of December 31, 2025 and 2024, there were no outstanding borrowings under the Revolving Credit Facility.

The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5).

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The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

Term Loan Credit Facility

On April 19, 2022, the Company entered into a two-year , $ 750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”).

The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term.

Commercial Paper Programs

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The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis.

On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S.

On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings

available under its U.S.

Commercial Paper Program by $ 500.0 .

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The Company borrowed under the U.S.

Commercial Paper Program throughout much of 2024 and 2023, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 herein.

Commercial Paper Program throughout much of 2025 and 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisitions of Andrew in January 2025 and CIT in May 2024, as discussed further in Note 11 herein.

Before the end of the fourth quarter of 2025 and 2024, the Company repaid all of its USCP Notes then outstanding.

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The maximum aggregate principal amount outstanding of ECP Notes at any time is $ 2,000.0 .

The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions, as was the case in the first quarter of 2023 when the Company used borrowings under its Euro Commercial Paper Program, along with cash on hand, to fund an acquisition.

These borrowings were repaid in their entirety by the end of the first quarter of 2023.

The Company did no t borrow under the Euro Commercial Paper Program during 2024.

The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions.

The Company did no t borrow under the Euro Commercial Paper Program during 2025 or 2024.

As of December 31, 2025 and 2024, there were no ECP Notes outstanding.

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Any outstanding Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility.

carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

The carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S.

Commercial Paper Program to repay the $ 400.0 aggregate principal amount of unsecured 2.050 % Senior Notes due March 1, 2025 upon maturity.

On June 12, 2025, the Company issued $ 750.0 aggregate principal amount of unsecured 4.375 % Senior Notes due June 12, 2028 (the “2028 Senior Notes”).

Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, which commenced on December 12, 2025.

The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

During the year ended December 31, 2025, the Company incurred $ 4.6 of debt financing costs associated with the issuance of the 2028 Senior Notes.

On November 10, 2025, the Company issued (i) $ 500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $ 750.0 aggregate principal amount of unsecured 3.800 % Senior Notes due November 15, 2027 (the “ 3.800 % Senior Notes”), (iii) $ 750.0 aggregate principal amount of unsecured 3.900 % Senior Notes due November 15, 2028 (the “ 3.900 % Senior Notes”), (iv) $ 1,000.0 aggregate principal amount of unsecured 4.125 % Senior Notes due November 15, 2030 (the “ 4.125 % Senior Notes”), (v) $ 1,250.0 aggregate principal amount of unsecured 4.400 % Senior Notes due February 15, 2033 (the “ 4.400 % Senior Notes”), (vi) $ 1,600.0 aggregate principal amount of unsecured 4.625 % Senior Notes due February 15, 2036 (the “ 4.625 % Senior Notes”) and (vii) $ 1,650.0 aggregate principal amount of unsecured 5.300 % Senior Notes due November 15, 2055 (the “ 5.300 % Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800 % Senior Notes, the 3.900 % Senior Notes, the 4.125 % Senior Notes, the 4.400 % Senior Notes, the 4.625 % Senior Notes and the 5.300 % Senior Notes, the “November Senior Notes”).

During the year ended December 31, 2025, the Company incurred $ 59.9 of debt financing costs associated with the issuance of the November Senior Notes.

The Floating Rate Senior Notes will bear interest at a floating rate per annum, reset quarterly, equal to Compounded SOFR , plus 0.53 % .

Interest on the Floating Rate Senior Notes is payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2026.

Interest on the 3.800 % Senior Notes, 3.900 % Senior Notes, 4.125 % Senior Notes and 5.300 % Senior Notes is payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2026.

Interest on the 4.400 % Senior Notes and 4.625 % Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2026.

On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto, as discussed further in Note 15 herein.

On April 1, 2024, the Company used cash on hand to repay the $ 350.0 aggregate principal amount of unsecured 3.20 % Senior Notes due April 1, 2024 upon maturity.

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”):

(i) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 at 99.887 % of face value (the “Original 2027 Senior Notes”), (ii) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2029 at 99.900 % of face value (the “2029 Senior Notes”) and (iii) $ 600.0 aggregate principal amount of unsecured 5.250 % Senior Notes due April 5, 2034 at 99.900 % of face value (the “2034 Senior Notes”).

The April Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

(i) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 (the “Original 2027 Senior Notes”), (ii) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2029 (the “2029 Senior Notes”) and (iii) $ 600.0 aggregate principal amount of unsecured 5.250 % Senior Notes due April 5, 2034 (the “2034 Senior Notes”).

Interest on the April Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on October 5, 2024.

Prior to March 5, 2027, the Company may redeem, from time to time, some or all of the Original 2027 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

Prior to March 5, 2029, the Company may redeem, from time to time, some or all of the 2029 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

Prior to January 5, 2034, the Company may redeem, from time to time, some or all of the 2034 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

On or after such dates, the Company may redeem, from time to time, some or all of the respective series of the April Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

The Company used net proceeds from the April Senior Notes, together with a combination of cash on hand and borrowings under the U.S.

Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, along with the fees and expenses related thereto.

During the year ended December 31, 2024, the Company incurred $ 11.7 of debt financing costs associated with the issuance of the April Senior Notes.

On October 31, 2024, the Company issued three series of unsecured senior notes (collectively, the “October Senior Notes”):

(i) $ 250.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 at 101.107 % of face value (the “Additional 2027 Senior Notes”), which constituted a further issuance of the Company’s Original 2027 Senior Notes issued in April 2024, thus forming a single series with, and having the same terms (other than the issue date, issue price and the first interest payment date) as, the Original 2027 Senior Notes, and thus having a total aggregate principal amount of $ 700.0 of unsecured 5.050 % Senior Notes due April 5, 2027 outstanding (the Original 2027 Senior Notes, together with the Additional 2027 Senior Notes collectively referred to as the “2027 Senior Notes”), (ii) $ 750.0 aggregate principal amount of unsecured 5.000 % Senior Notes due January 15, 2035 at 99.502 % of face value (the “2035 Senior Notes”) and (iii) $ 500.0 aggregate principal amount of unsecured 5.375 % Senior Notes due November 15, 2054 at 98.429 % of face value (the “2054 Senior Notes”).

The October Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Consistent with the Original 2027 Senior Notes, interest on the Additional 2027 Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing on April 5, 2025, commensurate with the timing of the remaining interest payments of the Original 2027 Senior Notes.

Interest on the 2035 Senior Notes is payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2025.

Interest on the 2054 Senior Notes is payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2025.

Prior to March 5, 2027, the Company may redeem, from time to time, some or all of the 2027 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

Prior to October 15, 2034, the Company may redeem, from time to time, some or all of the 2035 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

Prior to May 15, 2054, the Company may redeem, from time to time, some or all of the 2054 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

On or after such dates, the Company may redeem, from time to time, some or all of the respective series of the October Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

On January 31, 2025, the Company used the

net proceeds from the October Senior Notes, together with borrowings under the U.S.

Commercial Paper Program and cash on hand, to fund the cash consideration for the Company’s acquisition of CommScope’s Mobile Networks Business, along with the fees and expenses related thereto.

During the year ended December 31, 2024, the Company incurred $ 13.7 of debt financing costs associated with the issuance of the October Senior Notes.

On March 30, 2023, the Company issued $ 350.0 aggregate principal amount of unsecured 4.750 % Senior Notes due March 30, 2026 at 99.658 % of face value (the “2026 Senior Notes”).

The 2026 Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Interest on the 2026 Senior Notes is payable semiannually on March 30 and September 30 of each year.

The Company may redeem, from time to time at its option, some or all of the 2026 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a make-whole premium.

The Company used the net proceeds from the 2026 Senior Notes to repay certain outstanding borrowings under the U.S.

Commercial Paper Program.

(i) $ 250.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 (the “Additional 2027 Senior Notes”), which constituted a further issuance of the Company’s Original 2027 Senior Notes issued in April 2024, thus forming a single series with, and having the same terms (other than the issue date, issue price and the first interest payment date) as, the Original 2027 Senior Notes, and thus having a total aggregate principal amount of $ 700.0 of unsecured 5.050 % Senior Notes due April 5, 2027 outstanding (the Original 2027 Senior Notes, together with the Additional 2027 Senior Notes collectively referred to as the “2027 Senior Notes”), (ii) $ 750.0 aggregate principal amount of unsecured 5.000 % Senior Notes due January 15, 2035 (the “2035 Senior Notes”) and (iii) $ 500.0 aggregate principal amount of unsecured 5.375 % Senior Notes due November 15, 2054 (the “2054 Senior Notes”).

Consistent with the Original 2027 Senior Notes, interest on the Additional 2027 Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on April 5, 2025, commensurate with the timing of the remaining interest payments of the Original 2027 Senior Notes.

Interest on the 2035 Senior Notes is payable semiannually on January 15 and July 15 of each year, which commenced on January 15, 2025.

Interest on the 2054 Senior Notes is payable semiannually on May 15 and November 15 of each year, which commenced on May 15, 2025.

On January 31, 2025, the Company used the net proceeds from the October Senior Notes, together with borrowings under the U.S.

Commercial Paper Program and cash on hand, to fund the cash consideration for the Andrew acquisition, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

All of the Company’s outstanding senior notes in the United States (the “U.S.

Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Interest on each series of U.S.

Senior Notes is payable semiannually.

Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly.

The Company may, at its option, redeem some or all of any series of U.S.

Senior Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a make-whole premium.

Senior Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.

Euro Senior Notes

On June 16, 2025, the Company issued € 600.0 (approximately $ 685.9 at date of issuance) aggregate principal amount of unsecured 3.125 % Senior Notes due June 16, 2032 (the “2032 Euro Notes”).

The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.

Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026.

The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

During the year ended December 31, 2025, the Company incurred $ 4.5 of debt financing costs associated with the issuance of the 2032 Euro Notes.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe.

The Euro Issuer has € 500.0 (approximately $ 545.4 at date of issuance) aggregate principal amount of unsecured 0.750 % Senior Notes due May 4, 2026 , which were issued in May 2020 at 99.563 % of face value (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”).

The Euro Issuer has € 500.0 (approximately $ 545.4 at date of issuance) aggregate principal amount of unsecured 0.750 % Senior Notes due May 4, 2026 , which were issued in May 2020 (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”).

The net proceeds of the 2026 Euro Notes were used to repay amounts outstanding under the then existing revolving credit facility.

The Euro Issuer also has € 500.0 (approximately $ 574.6 at date of issuance) aggregate principal amount of unsecured 2.000 % Senior Notes due October 8, 2028 , which were issued in October 2018 at 99.498 % of face value (the “2028 Euro Notes” or the “ 2.000 % Euro Senior Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.

The Euro Issuer also has € 500.0 (approximately $ 574.6 at date of issuance) aggregate principal amount of unsecured 2.000 % Senior Notes due October 8, 2028 , which were issued in October 2018 (the “2028 Euro Notes” or the “ 2.000 % Euro Senior Notes”, together with the 2026 Euro Notes, the “Existing Euro Notes,” and the Existing Euro Notes, together with the 2032 Euro Notes, the “Euro Notes”, and together with the U.S.

Senior Notes, the “Senior Notes”).

The net proceeds of the 2028 Euro Notes were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.

The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

Interest on each series of Euro Notes is payable annually on May 4 and October 8 of each year, respectively.

The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

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Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy.

The Company’s existing long-term investments have original maturities of approximately three years .

Long-term investments are recorded in Other long-term assets in the accompanying Consolidated Balance Sheets.

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As of December 31, 2025 and 2024, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

The effect of translating the 2032 Euro Notes into U.S.

Dollars is recorded in Accumulated other comprehensive income (loss) and remains there until the underlying net investment is sold or substantially liquidated.

We assessed the effectiveness of the net investment hedge at the inception of the hedging relationship and will assess quarterly thereafter.

As of December 31, 2025, the net investment hedge was assessed and deemed to be effective.

As of December 31, 2025 and 2024, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

The fair value of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value and remaining contractual period.

In August 2025, the Company entered into $ 1,500.0 10-year and $ 1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes, as discussed in Note 4 herein.

Both treasury locks were designated as cash flow hedges.

The treasury locks were settled in the fourth quarter of 2025 upon the issuance of the 4.625 % Senior Notes and the 5.300 % Senior Notes, respectively, for a cumulative loss of $ 88.0 ($ 67.4 after-tax).

The cumulative after-tax loss was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest expense over the terms of the 4.625 % Senior Notes and the 5.300 % Senior Notes, respectively.

Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company.

Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective acquisition agreement.

The redeemable noncontrolling interests recorded on the accompanying Consolidated Balance Sheets relate to recent acquisitions, which, based on the terms of the respective acquisition agreements, will remain in temporary equity until the applicable put option is either fully exercised or expires.

In 2024, in accordance with the terms of the agreement, the noncontrolling option holders of one of our acquisitions exercised their put option, requiring the Company to acquire its entire redeemable noncontrolling interests then outstanding.

When noncontrolling option holders exercise their put options, the Company is required to acquire its entire redeemable noncontrolling interests, or portions thereof, then outstanding.

The redemption value of the redeemable noncontrolling interests is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable noncontrolling interests currently outstanding, approximate fair value.

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Current tax provision (benefit):

United States

United States - Federal

United States - State, net

Deferred tax provision (benefit):

United States

United States - Federal

United States - State, net

Total provision for income taxes

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As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries.

In the second quarter of 2024, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act.

The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Consolidated Balance Sheets as of December 31, 2024 and 2023.

In addition, as a result of the Tax Act, the Company also recorded a tax charge, in 2017, related to changes in the Company’s permanent reinvestment assertion, due to our intention to repatriate prior accumulated unremitted earnings from certain foreign subsidiaries over time.

We will pay such taxes when those respective earnings are repatriated.

The Company paid the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act.

Cash paid during the year for income taxes, net of refunds, are as follows:

Payments, net of refunds:

December 31, 2025

United States, federal

United States, state and local

Other foreign jurisdictions

Cash paid for income taxes, net

At December 31, 2025, the Company had $ 323.9 of foreign tax loss carryforwards, $ 157.0 of U.S.

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The valuation allowance for deferred tax assets increased by $ 14.0 in 2025, which was primarily driven by U.S.

federal and foreign net operating loss carryforwards.

The valuation allowance for deferred tax assets increased by $ 27.0 in 2024, which was primarily driven by U.S.

state and foreign net operating loss carryforwards and U.S.

federal tax credit carryforwards.

The valuation allowance for deferred tax assets increased by $ 4.4 in 2023, which was primarily driven by U.S.

state and foreign net operating loss carryforwards.

Differences between the U.S.

statutory federal tax rate and the Company’s effective income tax rate are analyzed below:

statutory federal tax rate and the Company’s 2025 effective income tax rate presented prospectively in accordance with ASU 2023-09 are analyzed below:

December 31, 2025

statutory federal tax rate

State and local income taxes, net of federal income tax benefit (1)

Foreign tax effects

Federal statutory tax rate difference

Effect of cross-border tax laws

Other foreign jurisdictions

Effect of changes in tax laws or rates enacted in current period

Effect of cross-border tax laws

Changes in valuation allowances

Nontaxable or nondeductible items

Equity compensation

Other nontaxable or nondeductible items

Changes in unrecognized tax benefits

Effective tax rate

(1) State taxes in Illinois and California accounted for greater than 50% of the tax effect in this category.

Differences between the U.S.

statutory federal tax rate and the Company’s effective income tax rate for periods prior to the adoption of ASU 2023-09 are analyzed below:

Year Ended December 31,

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Total acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 20 basis points, 30 basis points and 20 basis points for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2024, a discrete tax benefit of $ 18.6 , related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

For the year ended December 31, 2025, a discrete tax item of $ 100.0 related to a charge recorded for notices received by certain subsidiaries in China from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period had the effect of increasing our effective tax rate by approximately 180 basis points.

For the year ended December 31, 2024, a

discrete tax benefit of $ 18.6 , related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

tax filing position, had the effect of decreasing our effective tax rate by approximately 60 basis points, and, for the year ended December 31, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter of 2023, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 10 basis points.

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Operating loss, interest, and tax credit carryforwards

Deferred revenue

Employee benefits

Total deferred tax assets

Valuation allowance

Valuation allowances

Total deferred tax assets, net of valuation allowances

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The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable.

As of December 31, 2024 and 2023, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 209.7 and $ 208.6 , respectively.

As of December 31, 2025 and

2024, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 311.7 and $ 209.7 , respectively.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations.

Based on information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 108.9 .

In addition, in 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period.

Although the Company believes its tax positions are appropriate and is currently discussing the matter with the relevant tax authorities, the Company has recorded a charge of $ 100.0 in the fourth quarter of 2025.

The $ 100.0 charge represents the Company’s current best estimate of the costs that may be incurred to resolve this matter;

however, the range of potential costs is estimated to be $ 100.0 to approximately $ 300.0 .

The Company is unable to estimate the timing for resolution of this matter.

Inflation Reduction Act of 2022

The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law.

Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.

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While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R.

This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act.

Certain corporate tax provisions in H.R.

1 were enacted with retroactive effect to January 1, 2025.

1 did not have a material impact on our effective tax rate for the year ended December 31, 2025.

The Company continues to evaluate the corporate tax provisions contained within H.R.

1, and the future impact of H.R.

1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.

Note 7—Equity

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Options forfeited

( 1,114,116 )

Options outstanding at December 31, 2024

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As of December 31, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.5 (with a weighted average expected amortization period of 0.37 years).

Phantom Stock

On June 5, 2023, the Company granted 4,750 shares of phantom stock to each then-current non-employee director ( 38,000 shares in the aggregate), all of which converted into unrestricted shares of the Company’s Common Stock on May 15, 2024.

The total compensation cost associated with these vested shares of phantom stock was $ 1.5 .

As of December 31, 2024, no additional shares of phantom stock are outstanding, and the Company does no t expect to grant any additional shares of phantom stock.

Authorized Shares for Issuance

On May 15, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, which increased the total number of shares of Class A Common Stock, par value $ 0.001 per share (“Common Stock”), that the Company is authorized to issue to 5,000,000,000 shares, an increase of 3,000,000,000 shares from the amount previously authorized.

The amendment was filed and became effective on May 15, 2025.

Stock Repurchase Programs:

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As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.

During the year ended December 31, 2023, the Company repurchased 14.4 million shares of its Common Stock for $ 585.1 , of which 10.9 million shares, or $ 435.8 , were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2022, the Company repurchased 19.8 million shares of its Common Stock for $ 730.5 , of which 18.7 million shares, or $ 689.7 , were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.

On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.105 per share to $ 0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional increase to the Company’s quarterly dividend rate from $ 0.11 per share to $ 0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board.

On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.11 per share to $ 0.165 per share, effective with dividends declared in the third quarter of 2024, and on October 21, 2025, the Board approved an additional increase to the Company’s quarterly dividend rate from $ 0.165 per share to $ 0.25 per share, effective with dividends declared in the

fourth quarter of 2025, contingent upon declaration by the Board.

The following table summarizes the declared quarterly dividends per share during each of the three years ended December 31, 2025, 2024 and 2023:

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Balance at December 31, 2024

Other comprehensive income (loss) before reclassifications, net of tax of nil , nil and ($ 5.2 ), respectively

Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($ 1.1 )

Other comprehensive income (loss) before reclassifications, net of tax of nil , ($ 20.6 ) and ($ 4.5 ), respectively

Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of $ 0.2 and ($ 1.1 ), respectively

Balance at December 31, 2025

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While there were no outstanding cash flow hedges as of December 31, 2025 and 2024, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally expected to be reclassified into earnings within the following 12 months.

The treasury locks were settled in the fourth quarter of 2025 upon the issuance of the 4.625 % Senior Notes and the 5.300 % Senior Notes, respectively, for a cumulative after-tax loss of $ 67.4 , which was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest expense over the terms of the 4.625 % Senior Notes and the 5.300 % Senior Notes, respectively.

The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans.

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Plans, the “Plans”).

The largest foreign pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately $ 72.2 and $ 81.7 at December 31, 2024 and 2023, respectively.

The largest foreign pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation

of approximately $ 70.9 and $ 72.2 at December 31, 2025 and 2024, respectively.

Total required contributions to be made during 2026 for the unfunded Foreign Plans are included in Other accrued expenses in the accompanying Consolidated Balance Sheets and in the tables below.

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Over (under) funded status at end of year

Accumulated other comprehensive loss, net

Accumulated other comprehensive (loss) income, net

Weighted average assumptions used to determine projected benefit obligations:

1 unchanged sentence

Rate of compensation increase

The projected benefit obligation decreased slightly in 2025, primarily due to benefits paid during the year, which were largely offset by interest cost and the impact of foreign exchange.

The projected benefit obligation decreased in 2024, primarily due to benefits paid and actuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, partially offset by interest cost.

The projected benefit obligation decreased slightly in 2023 compared to 2022, primarily due to benefits paid during the year, which were largely offset by interest cost.

The accumulated benefit obligation for the Company’s defined benefit pension plans was $ 491.4 and $ 492.5 at December 31, 2025 and 2024, respectively.

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Foreign Plans

Actuarial losses, net

Actuarial losses (gains), net

Prior service cost

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Plans on this basis was 5.28 % and 5.53 % at December 31, 2025 and 2024, respectively.

The increase in the discount rate for the U.S.

Plans resulted in a decrease in the benefit obligation of approximately $ 17 at December 31, 2024.

The decrease in the discount rate for the U.S.

Plans resulted in an increase in the benefit obligation of approximately $ 7.0 at December 31, 2025.

The weighted average discount rate for the Foreign Plans was 4.60 % and 4.13 % at December 31, 2025 and 2024, respectively.

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The Level 3 pension plan assets as of December 31, 2025 and 2024 included in the table above primarily consist of contracts with insurance companies related to certain foreign plans.

The insurance contracts generally include

guarantees in accordance with the policy purchased.

The insurance contracts generally include guarantees in accordance with the policy purchased.

Our valuation of Level 3 assets is based on insurance company or third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract between the Company and the insurance companies.

1 unchanged sentence

Balance on January 1

Unrealized gains (losses), net

Unrealized (losses) gains, net

Purchases, sales and settlements, net

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Participation in these plans is based on certain eligibility requirements.

Through December 31, 2022, the Company matched employee contributions to the U.S.

The Company matches employee contributions to the U.S.

defined contribution plans up to a maximum of 7 % of eligible compensation.

Effective January 1, 2023, the Company increased its matching of employee contributions to the U.S.

defined contribution plans

up to a maximum of 7 % of eligible compensation.

The Company provided matching contributions to the U.S.

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2025 Acquisitions

During the year ended December 31, 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of Carlisle Interconnect Technologies (“CIT”), for approximately $ 2,156.4 , net of cash acquired.

During the year ended December 31, 2025, the Company completed five acquisitions (the “2025 Acquisitions”), including the acquisitions of Andrew and Trexon, for approximately $ 3,818.6 , net of cash acquired.

The Andrew acquisition has been included in the Communications Solutions segment, three acquisitions including Trexon have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment.

The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S.

Commercial Paper Program, or a combination thereof.

The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for each of the 2025 Acquisitions.

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of December 31, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

The operating results of the 2025 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, have not been presented, since the 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition of Andrew

On January 31, 2025 , pursuant to a purchase agreement dated July 18, 2024 , the Company completed the acquisition of Andrew for an aggregate purchase price of $ 2,022.7 , net of cash acquired and subject to customary post-closing adjustments.

The Andrew business provides communications network solutions, including distributed antenna systems.

Andrew’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.

Andrew has been included in the Communications Solutions segment.

As of December 31, 2025, the Andrew acquisition resulted in the recognition of $ 874.0 of goodwill and $ 800.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 12 to 15 years and the acquired backlog having a useful life of approximately 0.25 years.

The excess purchase price over the fair value of the underlying net assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets that do not qualify for separate recognition.

The Company expects that $ 672.8 of the goodwill recognized from the Andrew acquisition will be deductible for tax purposes.

Acquisition of Trexon

On November 6, 2025 , pursuant to a definitive agreement, dated August 18, 2025 , the Company completed the acquisition of Trexon, for an aggregate purchase price of $ 1,050.3 , net of cash acquired and subject to customary post-closing adjustments.

Trexon expands the Company’s high-reliability interconnect and cable assembly capabilities, primarily for the defense market.

Trexon has been included in the Harsh Environment Solutions segment.

As of December 31, 2025, the Trexon acquisition resulted in the recognition of $ 708.2 of goodwill and $ 318.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives of 18 years and the acquired backlog having a useful life of approximately 0.5 years.

The Company expects that none of the goodwill recognized from the Trexon acquisition will be deductible for tax purposes.

2024 Acquisitions

Both acquisitions have been included in the Harsh Environment Solutions segment.

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Commercial Paper Program, or a combination thereof.

The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for the 2024 Acquisitions.

Since the current purchase price allocations for the 2024 Acquisitions are based on preliminary assessments made by management as of December 31, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

The operating results of the 2024 Acquisitions have been included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, have not been presented, since the 2024 Acquisitions are not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition of Carlisle Interconnect Technologies (“CIT”)

On May 21, 2024 , pursuant to a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated dated January 30, 2024 , the Company completed the acquisition of CIT for approximately $ 1,995.3 , net of cash acquired and subject to customary post-closing adjustments.

As of December 31, 2025, the 2024 Acquisitions resulted in the recognition of $ 1,195.1 of goodwill and $ 576.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to the other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives ranging from 8 to 15 years and the acquired backlog having a useful life of approximately 0.4 years.

The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

The Company expects that $ 61.2 of the goodwill recognized from the 2024 Acquisitions will be deductible for tax purposes.

In 2025, the Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed for both of the 2024 Acquisitions, and the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2024 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition of CIT

On May 21, 2024 , the Company completed the acquisition of CIT for $ 1,995.3 , net of cash acquired and subject to customary post-closing adjustments.

The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed in Note 4 herein, together with borrowings under the U.S.

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The acquired customer relationships and acquired backlog have a weighted average useful life of approximately 15 years and 0.4 years, respectively.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows.

definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows.

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The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof.

One of the 2023 Acquisitions, which

closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price.

One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price.

The Company recognized a non-cash gain of $ 5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income.

As of December 31, 2024, the 2023 Acquisitions resulted in the recognition of $ 667.4 of goodwill and $ 153.2 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 6 to 12 years and the acquired backlog having a useful life of approximately 0.25 years.

The excess purchase price over the fair value of the underlying assets acquired (net of liabilities and noncontrolling interests assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

The Company expects that approximately $ 151 of the goodwill recognized from the 2023 Acquisitions will be deductible for tax purposes.

In 2024, the Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2023 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2023 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

2022 Acquisitions

During the year ended December 31, 2022, the Company completed two acquisitions (the “2022 Acquisitions”) for approximately $ 288.2 , net of cash acquired.

The 2022 Acquisitions were funded through a combination of borrowings under the U.S.

Commercial Paper Program and cash on hand.

One acquisition was included in the Harsh Environment Solutions segment, while the other acquisition was included in the Interconnect and Sensor Systems segment.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, associated with the 2022 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2022 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2022 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition-related Expenses

In 2024, the Company incurred $ 145.6 ($ 119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization of $ 55.0 related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $ 127.4 are presented separately in the accompanying Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $ 18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the accompanying Consolidated Statements of Income).

In 2023, the Company incurred $ 34.6 ($ 30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, as well as the amortization of $ 12.4 related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions .

In 2022, the Company incurred $ 21.5 ($ 18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization of $ 12.0 related to the value associated with acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs.

Such acquisition-related expenses incurred in 2023 and 2022 were presented separately in the accompanying Consolidated Statements of Income .

In 2025 the Company incurred $ 181.2 ($ 148.8 after-tax) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 103.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 77.8 associated with the Andrew acquisition (such costs are recorded in Cost of Sales in the Consolidated Statements of Income).

In 2024, the Company incurred $ 145.6 ($ 119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization of $ 55.0 related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $ 127.4 are presented separately in the accompanying Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the accompanying Consolidated Statements of Income).

In 2023, the Company incurred $ 34.6 ($ 30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, as well as the non-cash amortization of $ 12.4 related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions.

Such acquisition-related expenses incurred in 2023 were presented separately in the accompanying Consolidated Statements of Income.

Note 12—Goodwill and Other Intangible Assets

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Goodwill at December 31, 2025

The increase in goodwill during 2025 was primarily driven by goodwill recognized from the 2025 Acquisitions, in particular, the Andrew and Trexon acquisitions, and foreign currency translation.

The increase in goodwill during 2024 was primarily driven by goodwill recognized from the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by foreign currency translation.

The increase in goodwill during 2023 was primarily driven by goodwill recognized from the 2023 Acquisitions.

Other than goodwill noted above, the Company’s intangible assets as of December 31, 2025 and 2024 were as follows:

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Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in 2024 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by measurement period adjustments related to certain intangible assets associated with certain of the 2023 Acquisitions that closed late in 2023.

The increase in the gross carrying amount of intangible assets in 2025 was primarily driven by certain customer relationships, proprietary technology and acquired backlog recognized as a result of the acquisition accounting associated with the 2025 Acquisitions, in particular, the Andrew and Trexon acquisitions.

Amortization expense for the years ended December 31, 2025, 2024 and 2023 was approximately $ 192.0 , $ 154.7 and $ 86.0 , respectively, which included the amortization of acquired backlog of $ 28.2 , $ 55.0 and $ 12.4 , respectively, resulting from acquisitions in each respective year.

The amortization of acquired backlog in 2025 primarily resulted from the Andrew and Trexon acquisitions.

The amortization of acquired backlog in 2024 resulted from the CIT acquisition.

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The Company aligns its businesses into three reportable business segments:

(i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems .

(i) Communications Solutions, (ii) Harsh Environment Solutions and (iii) Interconnect and Sensor Systems .

This segment structure reflects (i) the manner in which the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, regularly assesses information for decision-making purposes, including the allocation of resources, and (ii) how the Company operates its businesses, assesses performance, and communicates results and strategy, among other items, to the Board and its stockholders.

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The Company aligns its businesses into the following three reportable business segments:

coaxial, fiber optic and high-speed cable;

and other products for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets.

● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets.

● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, communications networks, defense and commercial aerospace end markets.

The accounting policies of the segments are the same as those for the Company as a whole, as described in Note 1 herein.

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The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for each of the years ended December 31, 2025, 2024 and 2023:

Harsh Environment Solutions

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

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Depreciation and amortization expense by segment for the years ended December 31, 2025, 2024 and 2023 is as follows:

Harsh Environment Solutions

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Corporate / Other (1)

Amortization of acquired backlog associated with acquisitions for the year ended December 31, 2024 is reported under “Corporate / Other”.

Amortization of acquired backlog associated with acquisitions for the years ended December 31, 2025 and 2024 is reported under “Corporate / Other”.

For the year ended December 31, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 28.2 related to the amortization of acquired backlog resulting from the 2025 Acquisitions, which is primarily included in Acquisition-related expenses in the Consolidated Statements of Income, and (ii) $ 77.8 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Consolidated Statements of Income, as discussed in Note 11 herein.

For the year ended December 31, 2024, depreciation and amortization expense in Corporate / Other includes (i) $ 55.0 related to the amortization of acquired backlog resulting from the CIT acquisition, which is included in Acquisition-related expenses in the Consolidated Statements of Income, and (ii) $ 18.2 of amortization of acquisition-related inventory step-up costs associated with the CIT acquisition, which is included in Cost of sales in the Consolidated Statements of Income, as discussed in Note 11 herein.

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End customers and contract manufacturers :

Harsh Environment Solutions

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Distributors and resellers :

Harsh Environment Solutions

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

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United States :

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems

Harsh Environment Solutions

Interconnect and Sensor Systems

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Other foreign locations :

Harsh Environment Solutions

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

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Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes.

The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations

and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company also has purchase obligations related to commitments to purchase certain goods and services.

At December 31, 2025, the Company had purchase commitments of $ 2,006.9 in 2026, $ 72.1 in 2027 and 2028, combined, and $ 4.2 beyond 2028.

N ote 15—Subsequent Events

Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation

On January 31, 2025 , pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc.

(“CommScope”) dated July 18, 2024 , the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $ 2,100 in cash, subject to customary post-closing adjustments.

The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 herein, together with borrowings under the U.S.

Commercial Paper Program and cash on hand.

The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems.

The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.

The Mobile Networks Business will be included in the Communications Solutions segment.

Also, on January 31, 2025 , the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment.

The operating results for these acquisitions will be included in the Consolidated Statements of Income from their respective dates of acquisition.

The Company is in the process of commencing the analysis of the purchase price allocation of the fair value of assets acquired and liabilities assumed as part of the acquisition accounting associated with these acquisitions.

Note 15—Subsequent Events

Acquisition of CommScope

On January 9, 2026 , pursuant to a purchase agreement with Vistance announced on August 4, 2025 , the Company completed the acquisition of CommScope for an aggregate purchase price of approximately $ 10,500.0 in cash, subject to customary post-closing adjustments.

The Company funded the CommScope acquisition through a combination of net proceeds from the Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 herein.

The CommScope business adds significant fiber optic interconnect capabilities for the IT datacom and communications networks markets as well as a diverse range of industrial interconnect products for the building infrastructure connectivity market.

CommScope will be included in the Communications Solutions segment.

The Company has commenced the analysis of the purchase price allocation of the fair value of assets acquired and liabilities assumed as part of the acquisition accounting associated with the acquisition.

Preliminary data and valuations related to the acquisition are incomplete.

As a result, the Company is unable to disclose preliminary values related to such information.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data