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Item 1. Financial Statements

2026-05-01 compared with 2025-10-24 · 224 added, 363 removed, 455 unchanged (56% of the section changed)

3 unchanged sentences

(dollars in millions)

September 30,

Current Assets:

35 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

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Three Months Ended

Nine Months Ended

September 30,

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

Foreign currency translation adjustments

Unrealized loss on hedging activities, net of tax of ($ 7.9 ) and ($ 7.9 ) for 2025

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.3 ) and ($ 0.8 ) for 2025, and ($ 0.2 ) and ($ 0.7 ) for 2024, respectively

Reclassification of net unrealized loss on hedging activities to interest expense, net of tax of ($ 0.3 )

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.4 ) and ($ 0.3 ), respectively

Total other comprehensive (loss) income, net of tax

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(dollars in millions)

Nine Months Ended

September 30,

Three Months Ended March 31,

Cash from operating activities:

2 unchanged sentences

Stock-based compensation expense

Deferred income tax benefit

Deferred income tax provision (benefit)

Net change in components of working capital

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Proceeds from exercise of stock options

Distributions to and purchases of noncontrolling interests

Dividend payments

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents balance, beginning of period

8 unchanged sentences

Note 1—Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, and the related Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2025 and 2024 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

The Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, and each of the related Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2026 and 2025, include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

All material intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated financial statements included herein are unaudited.

In the opinion of management, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).

Note 2—New Accounting Pronouncements

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

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 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 will include the disclosures required under ASU 2023-09 in its upcoming Annual Report on Form 10-K for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the 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.

The amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provides clarity and improves 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 3—Inventories

Inventories consist of:

September 30,

Raw materials and supplies

2 unchanged sentences

The Company’s debt (net of any unamortized discount) consists of the following:

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

4.750 % Senior Notes due March 2026

0.750 % Euro Senior Notes due May 2026

5.050 % Senior Notes due April 2027

Floating Rate Senior Notes due November 2027

3.800 % Senior Notes due November 2027

4.375 % Senior Notes due June 2028

2.000 % Euro Senior Notes due October 2028

3.900 % Senior Notes due November 2028

5.050 % Senior Notes due April 2029

1 unchanged sentence

2.800 % Senior Notes due February 2030

4.125 % Senior Notes due November 2030

3.625 % Euro Senior Notes due March 2031

2.200 % Senior Notes due September 2031

3.125 % Euro Senior Notes due June 2032

4.400 % Senior Notes due February 2033

5.250 % Senior Notes due April 2034

5.000 % Senior Notes due January 2035

4.625 % Senior Notes due February 2036

5.375 % Senior Notes due November 2054

5.300 % Senior Notes due November 2055

unamortized deferred debt issuance costs

2 unchanged sentences

Revolving Credit Facility

On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $ 2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $ 500.0 to $ 3,000.0 (the “Revolving Credit Facility”).

The Company has an amended and restated $ 3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”).

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”).

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 September 30, 2025 and December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility.

As of March 31, 2026 and December 31, 2025, 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.

On September 30, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

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”), which is scheduled to mature on the date that is 364 days after the funding date.

The Delayed Draw Term Loans were undrawn at closing and may each only be drawn in a single drawing over the life of the facilities.

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

When and if drawn upon, the proceeds from the Delayed Draw Term Loans are expected to be used to finance a portion of the consideration for the Company’s acquisition of CommScope Holding Company, Inc.’s (“CommScope”) Connectivity and Cable Solutions Business (“CCS Business”) and certain related costs, fees and expenses, as discussed further in Note 11 herein.

Interest rates under the Delayed Draw Term Loans 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 the Delayed Draw Term Loans 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).

As of September 30, 2025, the Company had no t yet drawn upon the Delayed Draw Term Loans.

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

On September 30, 2025, the Company was in compliance with the financial covenants under the Delayed Draw Term Loans.

On March 31, 2026, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

Commercial Paper Programs

4 unchanged sentences

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.

Commercial Paper Program by $ 500.0 .

As of September 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

As of March 31, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

The Company utilizes borrowings under the U.S.

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially

funding acquisitions, as well as repaying certain outstanding senior notes.

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes.

The Company borrowed under the U.S.

Commercial Paper Program throughout some of the first nine months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Outdoor Wireless Networks segment (“OWN”) and Distributed Antenna Systems (“DAS”) business (collectively, the “Andrew Business”) from CommScope in January 2025, as discussed further in Note 11 herein.

Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using the proceeds from the 2028 Senior Notes and the 2032 Euro Notes (both as defined below).

As of September 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

Commercial Paper Program throughout much of the first quarter of 2026, the proceeds of which were used for general corporate purposes.

Before the end of the first quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand.

As of March 31, 2026 and December 31, 2025, there were no USCP Notes outstanding.

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.

6 unchanged sentences

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 the first nine months of 2025, and, as of September 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

The Company did no t borrow under the Euro Commercial Paper Program during the first quarter of 2026, and, as of March 31, 2026 and December 31, 2025, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.

In conjunction with the Revolving Credit Facility, as of September 30, 2025, the authorization from our Board of Directors (the “Board”) limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

In conjunction with the Revolving Credit Facility, as of March 31, 2026, the authorization from our Board of Directors (the “Board”) limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary.

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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 June 12, 2025, the Company issued $ 750.0 aggregate principal amount of unsecured 4.375 % Senior Notes due June 12, 2028 at 99.911 % of face value (the “2028 Senior Notes”).

The 2028 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 Existing Euro Notes (as defined below).

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

Prior to May 12, 2028, the Company may redeem, from time to time, some or all of the 2028 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 May 12, 2028, the Company may redeem, from time to time, the 2028 Senior Notes in whole or in part, 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 2028 Senior Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

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 approximates their fair value, primarily due to their market interest rates, and are 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 , and as of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan.

On January 9, 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 11 herein.

In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the Three-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 as of March 31, 2026, the effective interest rates were approximately 4.42 % and 4.54 % 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 March 31, 2026, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan.

On March 30, 2026, the Company used cash on hand to repay the $ 350.0 aggregate principal amount of unsecured 4.750 % Senior Notes due March 30, 2026 upon maturity.

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 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 Existing Euro Notes.

Interest on the April Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing 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 Carlisle Interconnect Technologies (“CIT”) acquisition in May 2024, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

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 Existing 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 the Andrew Business from CommScope, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

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.

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 and the 4.625 % Senior Notes, the “November Senior Notes”).

The Floating Rate Senior Notes 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, which commenced 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, which commenced 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 11 herein.

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

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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 at 99.247 % of face value (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.

On March 30, 2026, the Euro Issuer issued € 500.0 (approximately $ 586.7 at date of issuance) aggregate principal amount of unsecured 3.625 % Senior Notes due March 30, 2031 (the “2031 Euro Notes”).

The 2031 Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s other unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes and the 2032 Euro Notes (each as defined below).

Interest on the 2031 Euro Notes is payable annually on March 30 of each year, commencing on March 30, 2027.

The Company intends to use the proceeds to repay the 0.750 % Euro Senior Notes due May 4, 2026 at maturity and for general corporate purposes.

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”).

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

Prior to March 16, 2032, the Company may redeem, from time to time, some or all of the 2032 Euro 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 March 16, 2032, the Company may redeem, from time to time, the 2032 Euro Notes in whole or in part, 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 2032 Euro Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes” together with the 2032 Euro Notes, the “Euro Notes” and, the Euro Notes together with the U.S.

The Euro Issuer has two additional outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes” together with the 2031 Euro Notes and the 2032 Euro Notes, the “Euro Notes” and, the Euro Notes together with the U.S.

Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of € 500.0 .

The 0.750 % Euro Senior Notes, which were issued in May 2020 at 99.563 % of face value, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018 at 99.498 % of face value, mature on October 8, 2028 .

The 0.750 % Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018, mature on October 8, 2028 .

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.

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Level 3 Significant inputs to the valuation model are unobservable.

The Company believes that the assets and liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, (iii) short- and long-term investments, (iv) derivative instruments and (v) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting.

Each of these assets and liabilities is discussed below, with the exception of debt instruments, pension plan assets, and the fair value of assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 10 and Note 11, respectively, herein, in addition to the Notes to Consolidated Financial Statements in the 2024 Annual Report.

The Company believes that the assets and liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, and (iii) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 10 and Note 11, respectively, herein, in addition to the Notes to Consolidated Financial Statements in the 2025 Annual Report, along with short- and long-term investments and derivative instruments, discussed below.

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.

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The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs.

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of September 30, 2025 and December 31, 2024 are as follows:

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of March 31, 2026 and December 31, 2025 are as follows:

Fair Value Measurements

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Assets (Level 1)

September 30, 2025:

March 31, 2026:

Short-term investments

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Redeemable noncontrolling interests

The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures.

In addition, the Company also enters into foreign exchange forward contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S.

The Company utilizes foreign exchange forward contracts, some of which are designated as hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures.

In addition, the Company also enters into foreign exchange forward contracts, which are accounted for as net investment hedges, to hedge our exposure to variability in the U.S.

dollar equivalent of the net investments in certain foreign subsidiaries.

As of September 30, 2025 and December 31, 2024, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

As of March 31, 2026, the fair value of such foreign exchange forward contracts in the table above consisted of (i) various outstanding foreign exchange forward contracts accounted for as net investment hedges and (ii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

As of December 31, 2025, 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.

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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 September 30, 2025, the net investment hedge was assessed and deemed to be effective.

As of September 30, 2025 and December 31, 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.

During the three and nine months ended September 30, 2025 and 2024, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

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 in anticipation of future debt issuances.

Both treasury locks were designated as cash flow hedges of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value are recognized as a component of Accumulated other comprehensive income (loss).

These derivative instruments are classified within Level 2 of the fair value hierarchy.

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

As of March 31, 2026, the net investment hedges were assessed and deemed to be effective.

During the three months ended March 31, 2026 and 2025, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

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.

The fair values 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 Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period.

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The redeemable noncontrolling interests recorded on the accompanying Condensed 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.

When noncontrolling option holders exercise their put options, the Company is required to acquire their 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.

As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interests on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and nine months ended September 30, 2025 and 2024.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three months ended March 31, 2026 and 2025.

With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

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Three Months Ended

Nine Months Ended

September 30,

Provision for income taxes

Effective tax rate

For the three months ended September 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 57.1 and $ 21.4 , respectively, and decreasing our effective tax rate by approximately 350 basis points and 280 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the nine months ended September 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 162.6 and $ 82.0 , respectively, and decreasing our effective tax rate by approximately 410 basis points and 390 basis points, respectively.

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 for the nine months ended September 30, 2025.

Acquisition-related expenses incurred during the three and nine months ended September 30, 2024 had the aggregate impact of increasing our effective tax rate by approximately 20 basis points and 40 basis points, respectively.

In addition, for the nine months ended September 30, 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 90 basis points.

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017.

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.

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.

For the three months ended March 31, 2026 and 2025, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 50.9 and $ 20.1 , respectively, and decreasing our effective tax rate by approximately 310 basis points and 210 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

Acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 120 basis points and 30 basis points for the three months ended March 31, 2026 and 2025, respectively.

In addition, for the three months ended March 31, 2026, the Company recorded an accrual of $ 130.0 resulting from unfavorable determinations received from relevant tax authorities in China regarding the previously disclosed tax inquiries into certain of the Company’s prior period tax positions, as well as $ 160.0 in additional tax obligations related to China resulting from the Company’s reassessment of certain tax rate assumptions applied to prior years’ results not subject to the tax inquiries as further discussed below.

These accruals had the effect of increasing our effective tax rate by approximately 1,760 basis points.

The Company operates in the U.S.

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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 September 30, 2025, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 225.6 .

As of March 31, 2026, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 571.5 .

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 $ 239.5 .

In addition, during the third quarter of 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging tax positions taken in prior periods.

The Company believes the tax positions taken by the Company are appropriate and is currently discussing the matter with the relevant tax authorities.

The aggregate potential exposure for all relevant subsidiaries ranges from $ 0 up to approximately $ 200 .

Based on the Company’s evaluation of the technical merits of the tax positions, no reversals of tax benefits taken to date have been recorded as of September 30, 2025, and the Company is unable to estimate the timing or outcome of this matter.

In connection with the previously disclosed tax matter in China, the Company received unfavorable determinations from the relevant tax authorities regarding certain of the Company’s prior period tax positions.

As a result of these unfavorable determinations, the Company received tax payment notices totaling $ 230.0 .

To fully accrue for this amount, the Company recorded an accrual of $ 130.0 during the three months ended March 31, 2026, which was in addition to the accrual of $ 100.0 recorded in the three months ended December 31, 2025.

In addition, the recent developments of the China tax matter also resulted in the Company reassessing certain tax rate assumptions applied to prior years’ results not subject to the China tax inquiries.

This reassessment resulted in the Company recording $ 160.0 of additional tax obligations in the three months ended March 31, 2026.

Inflation Reduction Act of 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.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three and nine months ended September 30, 2025 and 2024.

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.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three months ended March 31, 2026 and 2025.

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.

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 Cuts and Jobs 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 three months ended September 30, 2025.

1 did not have a material impact on our effective tax rate for the three months ended March 31, 2026.

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

1, and the future impact of the bill depends on several factors, including interpretive regulatory guidance, which has not yet been released.

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—Stockholders’ Equity and Noncontrolling Interests

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In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended September 30, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Interests (1)

Balance as of June 30, 2025

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.165 per common share)

Stock-based compensation expense

Balance as of September 30, 2025

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the nine months ended September 30, 2025 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2026 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

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(in millions)

Interests (1)

Balance as of December 31, 2025

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.495 per common share)

Stock-based compensation expense

Balance as of September 30, 2025

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended September 30, 2024 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Interests (1)

Balance as of June 30, 2024

Other comprehensive income (loss)

Capital contributions from noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

Acquisitions resulting in noncontrolling interests

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the nine months ended September 30, 2024 is as follows:

Balance as of March 31, 2026

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

3 unchanged sentences

(in millions)

Interests (1)

Balance as of December 31, 2024

Other comprehensive income (loss)

Capital contributions from noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

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.

Balance as of March 31, 2025

Stock Repurchase Programs

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The 2024 Stock Repurchase Program became effective on April 29, 2024.

During the three and nine months ended September 30, 2025, the Company repurchased 1.4 million and 6.1 million shares of its Common Stock for $ 152.9 and $ 493.9 , respectively, under the 2024 Stock Repurchase Program.

Of the total repurchases made during the nine months ended September 30, 2025 under the 2024 Stock Repurchase Program, 4.7 million shares, or $ 341.0 , have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From October 1, 2025 to October 21, 2025, the Company repurchased 0.3 million additional shares of its Common Stock for $ 39.5 , and, as of October 21, 2025, the Company has remaining authorization to purchase up to $ 1,002.9 of its Common Stock under the 2024 Stock Repurchase Program.

During the three months ended March 31, 2026, the Company repurchased 1.3 million shares of its Common Stock for $ 178.0 under the 2024 Stock Repurchase Program.

All of the repurchased shares under the 2024 Stock Repurchase Program during the three months ended March 31, 2026 were retained in Treasury stock at the time of repurchase.

From April 1, 2026 to April 28, 2026, the Company repurchased 0.3 million additional shares of its Common Stock for $ 44.2 , and, as of April 29, 2026, the Company has remaining authorization to purchase up to $ 648.8 of its Common Stock under the 2024 Stock Repurchase Program.

The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

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

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 dividends declared and paid during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

On October 21, 2025, the Board approved an 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 dividends declared and paid during the three months ended March 31, 2026 and 2025:

Three Months Ended

Dividends declared

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Note 8—Stock-Based Compensation

For the three months ended September 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 36.9 and $ 29.5 , respectively.

In addition, for the three months ended September 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 61.1 and $ 24.5 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended September 30, 2025 and 2024 include excess tax benefits of $ 57.1 and $ 21.4 , respectively, from option exercises.

For the nine months ended September 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 94.8 and $ 79.9 , respectively.

In addition, for the nine months ended September 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 172.9 and $ 90.3 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the nine months ended September 30, 2025 and 2024 include excess tax benefits of $ 162.6 and $ 82.0 , respectively, from option exercises.

For the three months ended March 31, 2026 and 2025, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 34.2 and $ 26.6 , respectively.

In addition, for the three months ended March 31, 2026 and 2025, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 54.7 and $ 23.0 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended March 31, 2026 and 2025 include excess tax benefits of $ 50.9 and $ 20.1 , respectively, from option exercises.

The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

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The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021.

As of September 30, 2025, there were 46,996,195

shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

As of March 31, 2026, there were 47,400,531 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”).

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Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of 10 years from the date of grant.

Stock option activity for the three and nine months ended September 30, 2025 was as follows:

Stock option activity for the three months ended March 31, 2026 was as follows:

Exercise Price

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Options outstanding at March 31, 2026

Options granted

Options exercised

( 12,792,779 )

Options forfeited

Options outstanding at June 30, 2025

Options granted

Options exercised

( 4,980,148 )

Options forfeited

Options outstanding at September 30, 2025

Vested and non-vested options expected to vest at September 30, 2025

Exercisable options at September 30, 2025

A summary of the status of the Company’s non-vested options as of September 30, 2025 and changes during the three and nine months then ended is as follows:

Vested and non-vested options expected to vest at March 31, 2026

Exercisable options at March 31, 2026

A summary of the status of the Company’s non-vested options as of March 31, 2026 and changes during the three months then ended is as follows:

Fair Value at

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Non-vested options at March 31, 2026

Options granted

Options vested

( 13,374,268 )

Options forfeited

Non-vested options at June 30, 2025

Options granted

Options vested

Options forfeited

Non-vested options at September 30, 2025

During the three and nine months ended September 30, 2025 and 2024, the following activity occurred under the Company’s option plans:

During the three months ended March 31, 2026 and 2025, the following activity occurred under the Company’s option plans:

Three Months Ended

Nine Months Ended

September 30,

Total intrinsic value of stock options exercised

Total fair value of stock options vested

As of September 30, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $ 385.0 with a weighted average expected amortization period of 3.64 years.

As of March 31, 2026, the total compensation cost related to non-vested options not yet recognized was approximately $ 324.4 with a weighted average expected amortization period of 3.28 years.

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model.

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On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan.

As of September 30, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,640 .

As of March 31, 2026, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,092 .

Restricted shares granted under the 2024 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant.

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The 2024 Directors Restricted Stock Plan will expire on May 15, 2034, after which date no awards may be granted under the plan.

Restricted share activity for the three and nine months ended September 30, 2025 was as follows:

Restricted share activity for the three months ended March 31, 2026 was as follows:

Weighted Average

4 unchanged sentences

Restricted shares outstanding at March 31, 2026

Shares vested and issued

Restricted shares granted

Restricted shares outstanding at June 30, 2025

Restricted shares granted

Restricted shares outstanding at September 30, 2025

As of September 30, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.9 .

As of March 31, 2026, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.2 .

Note 9—Earnings Per Share

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Diluted EPS 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.

The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three and nine months ended September 30, 2025 and 2024:

The following is a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three months ended March 31, 2026 and 2025:

Three Months Ended

Nine Months Ended

September 30,

(dollars and shares in millions, except per share data)

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Net income attributable to Amphenol Corporation per common share — Diluted

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 5.3 million and 7.7 million for the three months ended September 30, 2025 and 2024, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 7.3 million and 3.9 million for the nine months ended September 30, 2025 and 2024, respectively.

There were no anti-dilutive common shares excluded from the computation above for the three months ended March 31, 2026.

Excluded from the computation above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.2 million for the three months ended March 31, 2025.

Note 10—Benefit Plans and Other Postretirement Benefits

11 unchanged sentences

Plans, the “Plans”).

The following is a summary, based on the most recent actuarial valuations, of the components of the Company’s net pension expense of the Company’s defined benefit plans for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended

Interest cost

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

During the nine months ended September 30, 2025 and 2024, the Company provided matching contributions to the U.S.

During the three months ended March 31, 2026 and 2025, the Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 14.3 and $ 10.6 , respectively.

1 unchanged sentence

2026 Acquisitions

During the first nine months of 2025, the Company completed four acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $ 2,772.2 , net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, two acquisitions 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 September 30, 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 Condensed 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 Business from CommScope

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

The Andrew Business provides communications network solutions, with advanced technologies in the area of base station antennas and related interconnect solutions, as well as distributed antenna systems.

The Andrew 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 Andrew Business has been included in the Communications Solutions segment.

As of September 30, 2025, the acquisition of the Andrew Business resulted in the recognition of $ 875.0 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 acquired that do not qualify for separate recognition.

The Company expects that $ 813.0 of the goodwill recognized from the Andrew Business will be deductible for tax purposes.

During the nine months ended September 30, 2025, the Company incurred $ 133.8 ( $ 106.3 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 Business acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 56.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 77.8 associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

On January 9, 2026 , the Company completed the acquisition of the Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) of Vistance Networks, Inc.

(“Vistance,” formerly known as CommScope Holding Company, Inc.) for an aggregate purchase price of $ 10,592.9 in cash, subject to customary post-closing adjustments.

CommScope is included in the Communications Solutions segment.

The CommScope acquisition was funded 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.

CommScope 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.

The accompanying Condensed Consolidated Statements of Income include the results of CommScope for the period from the acquisition date through March 31, 2026.

Net sales and Net loss from CommScope during this period were $ 871.5 and $ 9.0 , respectively.

The Net loss excludes interest expense and external transaction costs related to the acquisition and includes $ 155.5 ( $ 119.1 after-tax) of non-cash amortization related to the value associated with acquired backlog and acquisition-related inventory step-up discussed below.

Acquisition-related expenses

During the three months ended March 31, 2026, the Company incurred a total of $ 248.9 ($ 200.6 after-tax, or $ 0.16 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the CommScope and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 116.9 , of which $ 90.3 relates to the CommScope acquisition, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 132.0 associated with the CommScope acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Preliminary Allocation of Purchase Price

The purchase price for the CommScope acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of CommScope based upon their estimated fair values.

The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of assembled workforce along with anticipated cost savings and efficiencies associated with the integration of CommScope and other intangible assets acquired that do not qualify for separate recognition.

The Company is in the process of completing its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates.

Since the following information is based on preliminary assessments made by management as of March 31, 2026, the acquisition accounting for CommScope is subject to final adjustment and it is possible that the final assessment of values may differ from this preliminary assessment.

The following table summarizes the preliminary assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, as of the date of acquisition of January 9, 2026.

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property, plant and equipment, net

Other intangible assets, net

Other long-term assets

Assets acquired

Accounts payable

Accrued salaries, wages and employee benefits

Other accrued expenses

Deferred income taxes

Other long-term liabilities

Noncontrolling interests

Liabilities assumed

Net assets acquired

The $ 3,306.0 of acquired intangible assets is comprised of $ 1,456.0 , $ 1,211.0 , $ 592.0 and $ 47.0 assigned to proprietary technology, customer relationships, trade names and backlog, respectively, all of which are subject to amortization.

These finite-lived acquired intangible assets have a total weighted average useful life of approximately 16 years .

The proprietary technology, customer relationships, trade names and backlog have a weighted average useful life of 14 years , 16 years , 22 years and 0.5 years, respectively.

These finite-lived intangible assets will be amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows.

The entire amount of goodwill was assigned to the Communications Solutions segment, none of which is expected to be deductible for tax purposes.

Pro Forma Financial Information

The following table summarizes the unaudited pro forma combined financial information assuming that the CommScope acquisition had occurred on January 1, 2025, and its results had been included in our financial results for the full three months ended March 31, 2026 and 2025.

The pro forma amounts are based upon available information and reflect a reasonable estimate of the effects of the CommScope acquisition for the periods presented on the basis set forth herein.

The following unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the CommScope acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

Three Months Ended

Net income attributable to Amphenol Corporation

Net income attributable to Amphenol Corporation per common share — Diluted

The unaudited pro forma financial information includes the historical operating results of the Company and CommScope prior to the acquisition, with directly attributable adjustments to reflect the additional depreciation and amortization, the associated incurrence of interest expense and interest income earned, acquisition-related costs and the consequential tax effects from January 1, 2025.

The unaudited pro forma financial information for the three months ended March 31, 2026 was adjusted to remove $ 222.3 ( $ 181.0 after-tax, or $ 0.14 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 66.8 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 23.5 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information for the three months ended March 31, 2025 was adjusted to recognize $ 243.2 ( $ 201.9 after-tax, or $ 0.16 per diluted share) of nonrecurring acquisition-related expenses resulting from the CommScope acquisition, comprised of (i) $ 87.7 in transaction expenses, (ii) $ 132.0 related to amortization of inventory step-up costs, and (iii) $ 23.5 of amortization related to the value associated with acquired backlog.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the CommScope acquisition been consummated as of the date indicated, nor indicative of any future results, including the realization of any synergies or cost savings.

2025 Acquisitions

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

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

The 2024 Acquisitions were each funded using cash on hand, proceeds from the April Senior Notes or borrowings under the U.S.

During the year ended December 31, 2025, the Company completed five acquisitions (collectively, the “2025 Acquisitions”), including (i) the acquisition of the Outdoor Wireless Networks segment and Distributed Antenna Systems business (collectively, “Andrew”) from Vistance and (ii) the acquisition of Trexon, for approximately $ 3,818.6 , net of cash acquired.

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

The 2025 Acquisitions were each funded using cash on hand, proceeds from senior notes, borrowings under the U.S.

Commercial Paper Program, or a combination thereof.

As of September 30, 2025, the 2024 Acquisitions resulted in the recognition of $ 1,198.2 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 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.

As of March 31, 2026, the 2025 Acquisitions resulted in the recognition of $ 2,162.5 of goodwill and $ 1,203.0 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 having useful lives ranging from 10 to 18 years , the proprietary technology having useful lives ranging from 10 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 $ 672.8 of the goodwill recognized from the 2025 Acquisitions will be deductible for tax purposes.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for the acquisition of CIT, and the final assessment of values did not differ materially from the previous preliminary assessment.

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

Since the current purchase price allocation for such other acquisition is based on a preliminary assessment made by management as of September 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessment of values may differ from the Company’s preliminary assessment.

The Company completed the acquisition accounting, including the analyses of fair value of assets acquired and liabilities assumed, for two of the 2025 Acquisitions, including the Andrew acquisition, and the final assessment of values did not differ materially from the previous preliminary assessment.

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

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management, 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 Condensed 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.

During the three and nine months ended September 30, 2024, the Company incurred $ 63.6 ($ 49.8 after-tax) and $ 133.6 ($ 109.7 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization of the value associated with the acquired backlog resulting from the CIT acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $ 45.4 and $ 115.4 , respectively, which are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related

inventory step-up costs in the third quarter of 2024 of $ 18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Purchase Agreement to Acquire CommScope’s Connectivity and Cable Solutions Business

On August 4, 2025 , the Company entered into a Purchase Agreement with CommScope to acquire its CCS Business, for an aggregate purchase price of approximately $ 10,500 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the first quarter of 2026.

The Company expects to finance this acquisition through a combination of cash on hand and debt.

In connection with its entry into the Purchase Agreement, the Company obtained a commitment from JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp.

and Mizuho Bank, Ltd.

for a $ 10,500 senior unsecured bridge facility, subject to customary conditions.

A portion ( $ 4,000 ) of such financing was replaced by the Delayed Draw Term Loans, as discussed in Note 4 herein, and the remaining $ 6,500 is expected to be replaced by the issuance of new senior unsecured notes prior to the closing of the acquisition.

The CCS Business would expand the Company’s interconnect product capabilities in the IT datacom, communications networks and industrial markets, particularly adding complementary fiber optic interconnect capabilities.

If, and when, the acquisition is consummated, the Company expects to report the CCS Business within its Communications Solutions segment.

Purchase Agreement to Acquire Trexon

On August 18, 2025 , the Company announced that it had entered into a definitive agreement to acquire Trexon, for an aggregate purchase price of approximately $ 1,000 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the fourth quarter of 2025.

The Company expects to finance this acquisition with cash on hand.

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

If, and when, the acquisition is consummated, the Company expects to report Trexon within its Harsh Environment Solutions segment.

Acquisition-related expenses

During the three months ended March 31, 2025, the Company incurred $ 104.9 ( $ 82.1 after-tax, or $ 0.06 per diluted share) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 60.9 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Note 12—Goodwill and Other Intangible Assets

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Foreign currency translation

Goodwill at September 30, 2025

The increase in goodwill during the first nine months of 2025 was primarily driven by goodwill recognized from the 2025 Acquisitions, in particular, the Andrew Business acquisition.

The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired.

The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization.

The Company continues to define its reporting units as the three reportable business segments.

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 estimated 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.

As of July 1, 2025, the Company determined that the fair value of each of the Company’s reporting units was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment.

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

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

Goodwill at March 31, 2026

The increase in goodwill during the first three months of 2026 was driven by goodwill recognized from the CommScope acquisition.

Other than goodwill noted above, the Company’s intangible assets as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

December 31, 2025

1 unchanged sentence

Proprietary technology

Trade names (1)

Backlog and other (1)

1 unchanged sentence

Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in the first nine months of 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 acquisition of the Andrew Business.

Amortization expense for the three months ended September 30, 2025 and 2024 was approximately $ 46.0 and $ 66.2 , respectively.

Amortization expense for the nine months ended September 30, 2025 and 2024 was approximately $ 133.1 and $ 126.9 , respectively.

Amortization expense for the three and nine months ended September 30, 2025 includes $ 4.0 and $ 14.0 , respectively, related to the amortization of acquired backlog resulting from the 2025 Acquisitions.

Amortization expense for the three and nine months ended September 30, 2024 includes $ 38.4 and $ 55.0 , respectively, related to the amortization of acquired backlog resulting from the CIT acquisition.

As of September 30, 2025, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2025 is approximately $ 42.3 and for each of the next five fiscal years is approximately $ 168.0 in 2026, $ 161.1 in 2027, $ 153.9 in 2028, $ 143.0 in 2029 and $ 140.3 in 2030.

The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable.

Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment.

In the third quarter of 2025, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets.

Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts.

There has been no impairment associated with the Company’s intangible assets in 2025 or 2024 as a result of such reviews.

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

The increase in the gross carrying amount of intangible assets in the first three months of 2026 was primarily driven by certain customer relationships, proprietary technology, trade names and acquired backlog recognized as a result of the CommScope acquisition.

Amortization expense for the three months ended March 31, 2026 and 2025 was

approximately $ 145.6 and $ 47.3 , respectively.

Amortization expense for the three months ended March 31, 2026 includes $ 46.9 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions.

Amortization expense for the three months ended March 31, 2025 includes $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition.

Amortization expense relating to the Company’s current intangible assets as of March 31, 2026 estimated for the remainder of 2026 is approximately $ 318.6 , and for each of the next five fiscal years is approximately $ 387.0 in 2027, $ 379.8 in 2028, $ 368.9 in 2029, $ 366.2 in 2030 and $ 359.7 in 2031.

Note 13—Reportable Business Segments

1 unchanged sentence

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.

● 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, communications networks, 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, communications networks, defense and commercial aerospace end markets.

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The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the Notes to Consolidated Financial Statements in the 2025 Annual Report.

The Company’s CODM assesses each segment’s performance and allocates resources to each of them based on a single measure of profit and loss, which is operating income as adjusted for certain corporate and other related items and before interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and other non-cash purchase accounting costs, and nonrecurring gains and losses, as outlined in the table below (we refer to this measure as segment operating income).

The Company’s CODM assesses each segment’s performance and allocates resources to each of them based on net sales and operating income as adjusted for certain corporate and other related items and before interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and other non-cash purchase accounting costs, and nonrecurring gains and losses, as outlined in the table below (we refer to this measure as segment operating income).

Intersegment net sales and operating expenses have been eliminated in the computation of consolidated net sales and operating income.

The CODM considers budget-to-actual variances in net sales and segment operating income on a quarterly basis and uses that information when making decisions about the allocation of operating and capital resources to each segment.

The CODM considers period-to-period variances in net sales and segment operating income on a regular basis and uses that information when making decisions about the allocation of operating and capital resources to each segment.

Other than segment operating expenses (which is easily computable from the difference between net sales and segment operating income), our CODM is not regularly provided disaggregated segment level expense information as such information is not used in our CODM’s decision-making related to the allocation of operating and capital resources to our segments.

1 unchanged sentence

Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.

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 the three and nine months ended September 30, 2025 and 2024:

Harsh Environment Solutions

The following table (i) summarizes, by segment, total sales, intersegment sales and external net sales and (ii) reconciles each segment’s external net sales to their respective segment operating income, including segment operating expenses, for the three months ended March 31, 2026 and 2025:

Communications Solutions

Interconnect and Sensor Systems

Three Months Ended September 30, 2025

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

Nine Months Ended September 30, 2025

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

_____________________________

(1) The aggregated amount is comprised of cost of sales, selling, general and administrative expenses, and other segment related expenses.

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Intersegment sales

2 unchanged sentences

Segment operating income

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Intersegment sales

4 unchanged sentences

(1) The aggregated amount is comprised of cost of sales, selling, general and administrative expenses, and other segment related expenses.

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended

Total segment operating income

8 unchanged sentences

Income before income taxes

Depreciation and amortization expense by segment for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Harsh Environment Solutions

Depreciation and amortization expense by segment for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended

Communications Solutions

Harsh Environment Solutions

Interconnect and Sensor Systems

Corporate / Other

For the nine months ended September 30, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 14.0 related to the amortization of acquired backlog resulting from the 2025 Acquisitions, which is primarily included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 77.8 of amortization of acquisition-related inventory step-up costs associated with the acquisition of the Andrew Business, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three and nine months ended September 30, 2024, depreciation and amortization expenses in Corporate / Other includes $ 38.4 and $ 55.0 , respectively, related to the amortization of acquired backlog resulting from the CIT acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income.

In addition, for each of the three and nine months ended September 30, 2024, depreciation and amortization expenses in Corporate / Other includes $ 18.2 of amortization of acquisition-related inventory step-up costs associated with the CIT acquisition, as discussed in Note 11 herein.

For the three months ended March 31, 2026, depreciation and amortization expense in Corporate / Other includes (i) $ 46.9 related to the amortization of acquired backlog resulting from the CommScope and Trexon acquisitions, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 132.0 of amortization of acquisition-related inventory step-up costs associated with the CommScope acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three months ended March 31, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 10.0 related to the amortization of acquired backlog resulting from the Andrew acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 60.9 of amortization of acquisition-related inventory step-up costs associated with the Andrew acquisition, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

These expenses are reported in Corporate / Other, since they are not components in the determination of segment operating income.

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With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods.

For the three and nine months ended September 30, 2025 and 2024, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of September 30, 2025 and December 31, 2024.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of September 30, 2025 and December 31, 2024.

For the three months ended March 31, 2026 and 2025, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of March 31, 2026 and December 31, 2025.

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached.

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It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are fulfilled within one year .

Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of September 30, 2025.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of September 30, 2025 and December 31, 2024, and related warranty expense for the three and nine months ended September 30, 2025 and 2024, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of March 31, 2026 and December 31, 2025, and related warranty expense for the three months ended March 31, 2026 and 2025, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

Disaggregation of Net Sales

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and nine months ended September 30, 2025 and 2024:

Communications

Interconnect and

Total Reportable

Sensor Systems

Business Segments

Three Months Ended September 30,

Net sales by:

Sales channel:

End customers and contract manufacturers

Distributors and resellers

United States

Other foreign locations

The following table shows our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three months ended March 31, 2026 and 2025:

Communications

3 unchanged sentences

Business Segments

Nine Months Ended September 30,

Three Months Ended March 31,

Net sales by:

14 unchanged sentences

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-Q

Item 1. Financial Statements