UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 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) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value | APH | New York Stock Exchange | ||
| 3.125% Senior Notes due 2032 | APH32 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 4, 2026, after more than five decades with Amphenol Corporation (the “Company”), including serving as President from 1987 to 2006, Chief Executive Officer from 1996 to 2008 and as Chairman of the Board since 1997, Martin H. Loeffler notified the Company that he intends to retire from the Board of Directors of the Company (the “Board”), effective on the date of the Company’s 2026 Annual Meeting of Stockholders, which is expected to be in May 2026 (the “Meeting Date”). Mr. Loeffler’s retirement from the Board is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
In addition, on February 4, 2026, the Board appointed R. Adam Norwitt, currently serving as President and Chief Executive Officer of the Company, to the additional role of Chairman of the Board, effective on the Meeting Date. A copy of the Company’s related press release announcing the retirement of Mr. Loeffler from the Board and the appointment of Mr. Norwitt to the role of Chairman of the Board, as described above, is attached hereto with this report as Exhibit 99.1 and incorporated by reference.
The information set forth in this Item 7.01, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |
| 99.1 | Press Release dated February 4, 2026 | |
| 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/ Lance E. D’Amico | |
| Lance E. D’Amico | ||
| Executive Vice President, Secretary and General Counsel | ||
| Date: February 5, 2026 |