UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof

~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~November~~January 108, ~~2025~~2026

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-10879		22-2785165
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Class A Common Stock, $0.001 par value per share		APH	New York Stock Exchange
Class A Common Stock, $0.001 par value	APH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~January 108, ~~2025~~2026, ~~Amphenol~~ ~~Corporation (~~the ~~“Company”)~~Board ~~issued~~of ~~and~~Directors ~~sold $500,000,000 aggregate principal amount~~ of ~~the~~Amphenol ~~Company’s Floating~~Corporation ~~Rate Senior Notes due 2027~~ (the “~~Floating Rate Notes~~Company”), ~~$750,000,000~~voted ~~aggregate~~to ~~principal~~increase ~~amount of~~ the ~~Company’s~~number ~~3.800% Senior~~of ~~Notes~~Directors ~~due~~from ~~2027~~eight ~~(the~~to ~~“2027 Notes”)~~nine. Also, ~~$750,000,000~~on ~~aggregate~~January ~~principal amount of the Company’s 3.900% Senior Notes due 2028 (the “2028 Notes”)~~8, $12026,~~000,000,000~~ ~~aggregate~~to ~~principal~~fill ~~amount of~~ the ~~Company’s 4.125% Senior Notes due 2030~~ ~~(the~~resulting ~~“2030 Notes”)~~vacancy, ~~$1,250,000,000~~the ~~aggregate~~Board ~~principal~~of ~~amount~~Directors of the Company’s ~~4.400%~~appointed ~~Senior~~Sanjiv ~~Notes due 2033 (the “2033 Notes”)~~Lamba, $161,~~600,000,000~~ ~~aggregate~~as ~~principal~~a ~~amount~~member of the Company’s ~~4.625%~~Board ~~Senior Notes due 2036 (the “2036 Notes”) and $1,650,000,000 aggregate principal amount~~ of ~~the Company’s 5.300% Senior Notes due 2055 (the “2055 Notes”, and together~~Directors ~~with~~effective ~~the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes and the 2036 Notes, the “Notes”), pursuant to the Company’s Registration Statement on Form S-3 (No~~immediately. 333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated October 27, 2025. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated October 27, 2025, by and between the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Mizuho Securities USA LLC and BofA Securities, Inc., as representatives of the several Underwriters named in Schedule A thereto.

~~The~~Mr. ~~Company~~Lamba ~~received net~~will ~~proceeds~~receive ~~from~~cash ~~the~~and ~~offering~~equity ofcompensation ~~the~~as ~~Notes,~~a ~~after~~non-employee director ~~deducting~~of the ~~underwriting~~Company ~~discounts~~in ~~and~~accordance ~~estimated~~with ~~offering~~the ~~expenses~~Company’s ~~payable~~non-employee bydirector ~~the Company,~~compensation ofpractices ~~approximately~~and ~~$7,431.8~~plans ~~million.~~described ~~The~~in the Company’s ~~intends~~definitive toproxy ~~use~~statement ~~the~~on ~~net~~Schedule ~~proceeds~~14A ~~from~~filed with the ~~offering~~U.S. ofSecurities ~~the~~and ~~Notes,~~Exchange ~~together~~Commission ~~with~~(“SEC”) ~~cash~~ on ~~hand~~April 4, ~~borrowings~~2025. ~~under~~Mr. ~~the~~Lamba ~~Company’s~~will ~~three-year~~receive ~~unsecured~~an ~~delayed~~interim ~~draw~~grant ~~term~~of ~~loan~~restricted ~~credit~~shares ~~agreement~~under ~~and~~ the ~~Company’s 364-day~~2024 ~~unsecured~~Restricted ~~delayed~~Stock ~~draw~~Plan ~~term~~for ~~loan~~Directors ~~credit~~of ~~agreement~~Amphenol Corporation. ~~and/or~~This ~~borrowings~~grant ~~under~~will ~~the~~be ~~Company’s~~prorated ~~U.S.~~from ~~commercial~~the ~~paper~~date ~~program,~~of his appointment to ~~pay~~ the ~~cash~~Board ~~consideration~~until ~~for~~ the Company’s ~~pending~~next ~~acquisition~~annual ofstockholders meeting. ~~CommScope Holding Company, Inc~~Mr.’s ~~Connectivity~~Lamba ~~and~~will ~~Cable Solutions~~enter ~~businesses,~~into ~~specifically~~ the ~~Data~~Company’s ~~Center~~standard ~~Connectivity~~form ~~Solutions~~of ~~business~~Indemnification Agreement, ~~the~~which ~~Broadband~~was ~~Communications~~filed ~~business~~as ~~and~~Exhibit ~~the~~10.27 ~~Building~~to ~~Connectivity~~Company’s ~~Solutions~~Annual ~~business~~Report ~~(the~~on ~~“CCS~~Form ~~Acquisition”)~~10-K ~~and~~for the ~~payment~~year ofended ~~fees~~December ~~and~~31, ~~expenses related thereto. If a special mandatory redemption event occurs~~2016, ~~the~~filed ~~Company~~with ~~will be required to redeem~~ the ~~Notes~~SEC ofon ~~each~~February ~~series in a special mandatory redemption~~17, as ~~further described below~~2017.

The ~~Notes~~Board ~~were~~of ~~issued pursuant~~Directors tohas andetermined ~~indenture~~that ~~dated~~Mr. asLamba ofis ~~March~~an ~~16,~~independent director ~~2023~~under (the ~~“Indenture”)~~New ~~between~~York ~~the~~Stock ~~Company~~Exchange ~~and~~listing Ustandards.S Mr. ~~Bank~~Lamba ~~Trust~~has ~~Company,~~not ~~National Association,~~yet asbeen ~~trustee~~appointed ~~(the~~to ~~“Trustee”),~~serve ~~and~~on ~~certain~~any committees of the ~~terms~~ Board of ~~each~~Directors. There ~~series~~are ofno ~~the~~transactions ~~Notes~~between ~~were~~Mr. ~~established~~Lamba ~~pursuant~~and ~~to an~~the ~~Officers’~~Company ~~Certificate~~that ~~dated~~would ~~November~~be ~~10,~~reportable ~~2025~~under Item 404(~~the~~a) of ~~“Officers’~~Regulation S-K. There ~~Certificate”),~~is inno ~~accordance~~arrangement ~~with~~or ~~the~~understanding ~~Indenture~~between Mr. ~~The~~ ~~Indenture~~Lamba and ~~Officers’~~any ~~Certificate~~other ~~contain~~person ~~certain~~pursuant ~~covenants~~to ~~and~~which ~~events~~he ofwas ~~default~~selected ~~and~~as ~~other~~a ~~customary provisions~~director.

~~The~~Item ~~Floating Rate Notes will bear interest at a floating rate per annum, reset quarterly, equal to Compounded SOFR, plus 0~~7.~~53%~~01. ~~The~~Regulation ~~2027~~FD ~~Notes bear interest at a rate of 3~~Disclosure.800% per year, the 2028 Notes bear interest at a rate of 3.900% per year, the 2030 Notes bear interest at a rate of 4.125% per year, the 2033 Notes bear interest at a rate of 4.400% per year, the 2036 Notes bear interest at a rate of 4.625% per year and the 2055 Notes bear interest at a rate of 5.300% per year. Interest on the Floating Rate Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2026. Interest on the 2027 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026. Interest on the 2028 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026. Interest on the 2030 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026. Interest on the 2033 Notes is payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2026. Interest on the 2036 Notes is payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2026. Interest on the 2055 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026.

~~The Company~~A ~~will~~copy ~~make each interest payment to the holders~~ of ~~record with respect to~~ the ~~Floating~~Company’s ~~Rate~~related ~~Notes~~press ~~on the immediately preceding February 1~~release, ~~May~~announcing ~~1, August 1 and November 1, with respect to~~ the ~~2027 Notes on the immediately preceding May 1 and November 1, with respect~~ toappointment ~~the~~of ~~2028~~Mr. ~~Notes~~Lamba ondescribed ~~the immediately preceding May 1 and November 1~~above, ~~with~~is ~~respect~~attached ~~to the 2030 Notes on the immediately preceding May 1 and November 1~~hereto, with ~~respect~~this ~~to the 2033 Notes on the immediately preceding February 1 and August 1~~report, ~~with~~as ~~respect to the 2036 Notes on the immediately preceding February~~ Exhibit 99.1 and ~~August~~incorporated 1by ~~and with respect to the 2055 Notes on the immediately preceding May 1 and November 1~~reference.

The ~~Floating~~information ~~Rate~~set ~~Notes~~forth ~~will~~in ~~mature~~this onItem ~~November 15~~7.01, ~~2027,~~including the ~~2027~~attached Exhibit ~~Notes~~99.1, ~~will~~is ~~mature~~being onfurnished ~~November~~and ~~15,~~shall ~~2027,~~not ~~the~~be ~~2028~~deemed ~~Notes~~“filed” ~~will~~for ~~mature~~purposes onof ~~November~~Section ~~15,~~18 ~~2028,~~of the ~~2030~~Securities ~~Notes~~Exchange ~~will mature~~Act onof ~~November 15~~1934, ~~2030,~~as amended (the ~~2033~~“Exchange ~~Notes~~Act”), ~~will~~or ~~mature~~otherwise onsubject ~~February~~to ~~15,~~the ~~2033~~liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the ~~2036~~Company ~~Notes~~under ~~will~~the ~~mature~~Securities onAct ~~February~~of 151933, ~~2036~~as ~~and~~amended, or the ~~2055~~Exchange ~~Notes~~Act, except as expressly ~~will~~set ~~mature~~forth onby ~~November~~specific ~~15,~~reference ~~2055~~in such filing.

~~The~~Item ~~Company may not redeem the Floating Rate Notes at its option prior to their maturity~~9.01 ~~The~~Financial ~~Company~~Statements ~~may redeem, at its option, some or all of the 2027 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued~~ and ~~unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium~~Exhibits. Prior to October 15, 2028 (one month prior to the maturity date of the 2028 Notes), the Company may redeem, at its option, some or all of the 2028 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after October 15, 2028 (one month prior to the maturity date of the 2028 Notes), the Company may redeem, at its option, the 2028 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, but not including, the date of redemption. Prior to October 15, 2030 (one month prior to the maturity date of the 2030 Notes), the Company may redeem, at its option, some or all of the 2030 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after October 15, 2030 (one month prior to the maturity date of the 2030 Notes), the Company may redeem, at its option, the 2030 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, but not including, the date of redemption. Prior to December 15, 2032 (two months prior to the maturity date of the 2033 Notes), the Company may redeem, at its option, some or all of the 2033 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after December 15, 2032 (two months prior to the maturity date of the 2033 Notes), the Company may redeem, at its option, the 2033 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, but not including, the date of redemption. Prior to November 15, 2035 (three months prior to the maturity date of the 2036 Notes), the Company may redeem, at its option, some or all of the 2036 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after November 15, 2035 (three months prior to the maturity date of the 2036 Notes), the Company may redeem, at its option, the 2036 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, but not including, the date of redemption. Prior to May 15, 2055 (six months prior to the maturity date of the 2055 Notes), the Company may redeem, at its option, some or all of the 2055 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after May 15, 2055 (six months prior to the maturity date of the 2055 Notes), the Company may redeem, at its option, the 2055 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, but not including, the date of redemption.

~~In addition, each series of the Notes will be subject to a special mandatory redemption~~ (at a price equal to 101% of the principal amount of each series of the Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption dated) under certain circumstances if the CCS Acquisition is not consummated, or is not consummated by an agreed upon date. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Company’s other unsecured unsubordinated senior indebtedness and senior obligations.Exhibits

The above descriptions of the Indenture, the Officers’ Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers’ Certificate and, as applicable, the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

Exhibit No.		Document Description

99.1		Press Release dated January 8, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~The exhibits to this Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-270605).~~Signature

~~Item~~Pursuant ~~2.03~~to ~~Creation~~the requirements of athe ~~Direct~~Securities Exchange ~~Financial~~Act ~~Obligation~~of or1934, anthe ~~Obligation~~registrant ~~Under~~has anduly ~~Off-Balance~~caused ~~Sheet~~this ~~Arrangement~~report ofto abe ~~Registrant~~signed on its behalf by the undersigned hereunto duly authorized.

The foregoing terms and conditions of the Indenture, the Officers’ Certificate and the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

		AMPHENOL CORPORATION


	By:	/s/ Lance E. D’Amico
		Lance E. D’Amico
		Executive Vice President, Secretary and General Counsel

Date: January 8, 2026

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023)
4.2		Officers’ Certificate, dated November 10, 2025, establishing the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes pursuant to the Indenture
4.3		Form of Global Note for the Floating Rate Notes
4.4		Form of Global Note for the 2027 Notes
4.5		Form of Global Note for the 2028 Notes
4.6		Form of Global Note for the 2030 Notes
4.7		Form of Global Note for the 2033 Notes
4.8		Form of Global Note for the 2036 Notes
4.9		Form of Global Note for the 2055 Notes
5.1		Opinion of Latham & Watkins LLP regarding the legality of the Notes issued by Amphenol Corporation
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMPHENOL CORPORATION By: /s/ Craig A. Lampo Craig A. Lampo Senior Vice President and Chief Financial Officer

Date: November 10, 2025

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