nVent Electric plc
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 17, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Financial Statements and Supplementary Data
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of nVent Electric plc and its subsidiaries (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2025, the Company's internal control over financial reporting was effective based on those criteria.
In May 2025, the Company acquired the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group"). The Company is continuing to integrate the Electrical Products Group into its internal control over financial reporting, and management's evaluation of the effectiveness of the Company's internal control over financial reporting excluded the Electrical Products Group as of December 31, 2025. The Electrical Products Group accounted for approximately 4% of total assets, excluding acquired goodwill and identifiable intangible assets which are included within the scope of management's assessment, and approximately 9% of total net sales included within the consolidated financial statements of nVent Electric plc as of and for the fiscal year ended December 31, 2025.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company's internal control over financial reporting as of December 31, 2025. That attestation report is set forth immediately following this management report.
| Beth A. Wozniak | Gary L. Corona |
|---|---|
| Chief Executive Officer | Executive Vice President and Chief Financial Officer |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
London, United Kingdom
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of nVent Electric plc and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group"), which was acquired on May 1, 2025, and whose financial statements constitute approximately 4% of total assets, excluding acquired goodwill and identifiable intangible assets which are included within the scope of management's assessment, and approximately 9% of total net sales included within the consolidated financial statements of nVent Electric plc as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at the Electrical Products Group.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
February 17, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
London, United Kingdom
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of nVent Electric plc and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and other comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisitions - Valuation of an Electrical Products Group Acquired Customer Relationship Intangible Asset — Refer to Note 5 to the financial statements
Critical Audit Matter Description
On May 1, 2025, the Company completed the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the “Electrical Products Group”) for consideration paid of $979.6 million. The acquired business operates predominantly within the Systems Protection reporting segment. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including customer relationship intangible assets of $325.2 million. Management estimated the fair values of the customer relationship intangible assets using the multi-period excess earnings method, which is a specific discounted cash flow method. The fair value determination of the Systems Protection reporting segment customer relationship intangible asset acquired required management to make significant estimates and assumptions related to future cash flows, including earnings before interest and taxes (“EBIT”) margin and revenue growth assumptions, the contributory asset charge, and the selection of the discount and customer attrition rates.
Given the significance of the Systems Protection reporting segment customer relationship intangible asset acquired and the requirement of management to make significant estimates and assumptions to estimate the fair value of this asset, we identified the valuation of the Systems Protection reporting segment customer relationship intangible asset acquired as a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows, including margin and revenue growth assumptions, the contributory asset charge, and the selection of the discount and customer attrition rates for the Systems Protection reporting segment customer relationship intangible asset acquired.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future cash flows, including the margin and revenue growth rates, the contributory asset charge, and the selection of the discount and customer attrition rates for the acquired Systems Protection reporting segment customer relationship intangible asset included the following, among others:
We tested the effectiveness of controls over the valuation of the acquired customer relationship intangible asset, including management’s controls over forecasts of future cash flows, including EBIT margin and revenue growth assumptions, the contributory asset charge, and the selection of the discount and customer attrition rates.
We assessed the reasonableness of management’s forecasts of future cash flows, including EBIT margin and revenue growth assumptions, by comparing the projections to historical results for the Electrical Products Group, certain peer companies’ historical results, and industry reports.
With the assistance of our fair value specialists, we evaluated the reasonableness of (1) the valuation methodology, (2) the contributory asset charge and (3) the discount and customer attrition rates by:
–Testing the source information underlying the determination of the contributory asset charge and the discount and customer attrition rates.
–Comparing the selected customer attrition rate to the historical customer attrition rate observed by the Electrical Products Group.
–Testing the mathematical accuracy of the contributory asset charge and the discount and customer attrition rate calculations.
–Developing a range of independent estimates and comparing those to the discount rate and customer attrition rate selected by management.
/s/Deloitte & Touche LLP
Minneapolis, Minnesota
February 17, 2026
We have served as the Company's auditor since 2017.
Consolidated Statements of Operations and Comprehensive Income
| Years ended December 31 | |||
|---|---|---|---|
| In millions, except per share data | 2025 | 2024 | 2023 |
| Net sales | $3,893.1 | $3,006.1 | $2,668.9 |
| Cost of goods sold | 2,424.0 | 1,797.0 | 1,593.7 |
| Gross profit | 1,469.1 | 1,209.1 | 1,075.2 |
| Selling, general and administrative | 773.8 | 615.9 | 557.3 |
| Research and development | 78.5 | 66.1 | 55.2 |
| Operating income | 616.8 | 527.1 | 462.7 |
| Net interest expense | 75.0 | 106.0 | 79.4 |
| Gain on sale of investment | — | — | (10.3) |
| Other expense (income) | (8.2) | (8.1) | 18.3 |
| Income before income taxes | 550.0 | 429.2 | 375.3 |
| Provision (benefit) for income taxes | 121.5 | 188.4 | (84.4) |
| Net income from continuing operations | 428.5 | 240.8 | 459.7 |
| Income from discontinued operations, net of tax | 281.7 | 91.0 | 107.4 |
| Net income | $710.2 | $331.8 | $567.1 |
| Comprehensive income, net of tax | |||
| Net income | $710.2 | $331.8 | $567.1 |
| Changes in cumulative translation adjustment (2025 includes $92.7 million reclassified to gain on sale included in Income from discontinued operations, net of tax) | 126.9 | (43.6) | 10.5 |
| Changes in market value of derivative financial instruments, net of tax | (13.7) | 3.2 | (14.9) |
| Comprehensive income | $823.4 | $291.4 | $562.7 |
| Earnings per ordinary share | |||
| Basic | |||
| Continuing operations | $2.63 | $1.45 | $2.78 |
| Discontinued operations | 1.73 | 0.55 | 0.64 |
| Basic earnings per ordinary share | $4.36 | $2.00 | $3.42 |
| Diluted | |||
| Continuing operations | $2.60 | $1.43 | $2.73 |
| Discontinued operations | 1.71 | 0.54 | 0.64 |
| Diluted earnings per ordinary share | $4.31 | $1.97 | $3.37 |
| Weighted-average ordinary shares outstanding | |||
| Basic | 162.4 | 165.5 | 165.6 |
| Diluted | 164.6 | 168.2 | 168.2 |
Consolidated Balance Sheets
| December 31 | ||
|---|---|---|
| In millions, except per share data | 2025 | 2024 |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | $237.5 | $131.2 |
| Accounts and notes receivable, net of allowances of $13.7 and $14.3, respectively | 693.0 | 473.1 |
| Inventories | 471.9 | 360.3 |
| Other current assets | 237.2 | 123.9 |
| Current assets held for sale | — | 300.8 |
| Total current assets | 1,639.6 | 1,389.3 |
| Property, plant and equipment, net | 434.5 | 347.9 |
| Other assets | ||
| Goodwill | 2,678.0 | 2,221.8 |
| Intangibles, net | 1,876.5 | 1,587.0 |
| Other non-current assets | 223.3 | 213.6 |
| Non-current assets held for sale | — | 975.3 |
| Total other assets | 4,777.8 | 4,997.7 |
| Total assets | $6,851.9 | $6,734.9 |
| Liabilities and Equity | ||
| Current liabilities | ||
| Current maturities of long-term debt and short-term borrowings | $13.8 | $37.5 |
| Accounts payable | 358.9 | 280.1 |
| Employee compensation and benefits | 156.6 | 95.0 |
| Other current liabilities | 474.2 | 266.5 |
| Current liabilities held for sale | — | 122.5 |
| Total current liabilities | 1,003.5 | 801.6 |
| Other liabilities | ||
| Long-term debt | 1,546.0 | 2,117.5 |
| Pension and other post-retirement compensation and benefits | 135.6 | 131.7 |
| Deferred tax liabilities | 232.0 | 242.7 |
| Other non-current liabilities | 204.6 | 157.9 |
| Non-current liabilities held for sale | — | 45.9 |
| Total liabilities | 3,121.7 | 3,497.3 |
| Commitments and Contingencies (Note 18) | ||
| Equity | ||
| Ordinary shares $0.01 par value, 400.0 million authorized, 161.7 million and 165.0 million issued at December 31, 2025 and 2024, respectively | 1.6 | 1.7 |
| Additional paid-in capital | 2,072.3 | 2,271.7 |
| Retained earnings | 1,687.5 | 1,108.6 |
| Accumulated other comprehensive loss | (31.2) | (144.4) |
| Total equity | 3,730.2 | 3,237.6 |
| Total liabilities and equity | $6,851.9 | $6,734.9 |
Consolidated Statements of Cash Flows
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Operating activities | |||
| Net income | $710.2 | $331.8 | $567.1 |
| Less: Income from discontinued operations, net of tax | 281.7 | 91.0 | 107.4 |
| Net income from continuing operations | 428.5 | 240.8 | 459.7 |
| Adjustments to reconcile net income to net cash provided by (used for) operating activities of continuing operations | |||
| Depreciation | 60.7 | 51.3 | 43.7 |
| Amortization | 147.1 | 94.7 | 69.5 |
| Deferred income taxes | 11.1 | 85.3 | (165.9) |
| Share-based compensation | 37.5 | 27.3 | 21.8 |
| Impairment of equity investments | — | 8.8 | — |
| Release of guarantee liability | — | (12.5) | — |
| Gain on sale of investment | — | — | (10.3) |
| Amortization of bridge financing debt issuance costs | — | 2.2 | 3.6 |
| Pension and other post-retirement (income) expense | (7.0) | 5.4 | 19.9 |
| Pension and other post-retirement contributions | (5.4) | (4.7) | (4.8) |
| Changes in assets and liabilities, net of effects of business acquisitions | |||
| Accounts and notes receivable | (112.1) | 38.6 | (22.4) |
| Inventories | (78.7) | (0.6) | 21.9 |
| Other current assets | (4.1) | (9.9) | (11.3) |
| Contract assets and liabilities | 39.1 | (16.1) | 4.7 |
| Accounts payable | 57.2 | 1.5 | 7.5 |
| Employee compensation and benefits | 49.1 | (10.8) | 3.4 |
| Other current liabilities | 26.5 | 0.8 | (6.2) |
| Other non-current assets and liabilities | (0.5) | (1.1) | (12.6) |
| Net cash provided by (used for) operating activities of continuing operations | 649.0 | 501.0 | 422.2 |
| Net cash provided by (used for) operating activities of discontinued operations | (183.8) | 142.1 | 105.9 |
| Net cash provided by (used for) operating activities | 465.2 | 643.1 | 528.1 |
| Investing activities | |||
| Capital expenditures | (93.3) | (74.0) | (65.6) |
| Proceeds from sale of property and equipment | 5.3 | 0.5 | 0.1 |
| Proceeds from sale of investment | — | — | 14.1 |
| Settlement of net investment hedge | — | 0.4 | 4.8 |
| Acquisitions, net of cash acquired | (975.7) | (677.7) | (1,120.1) |
| Net cash provided by (used for) investing activities of continuing operations | (1,063.7) | (750.8) | (1,166.7) |
| Net cash provided by (used for) investing activities of discontinued operations | 1,584.5 | (7.6) | 2.0 |
| Net cash provided by (used for) investing activities | 520.8 | (758.4) | (1,164.7) |
| Financing activities | |||
| Proceeds from long-term debt | 275.0 | 500.0 | 800.0 |
| Repayments of long-term debt | (873.3) | (126.5) | (101.1) |
| Settlement of cash flow hedge | — | — | 4.5 |
| Debt issuance costs | (2.0) | (3.9) | (11.2) |
| Dividends paid | (130.4) | (126.8) | (116.8) |
| Shares issued to employees, net of shares withheld | 15.4 | 3.4 | 2.1 |
| Repurchases of ordinary shares | (253.1) | (100.0) | (60.8) |
| Net cash provided by (used for) financing activities | (968.4) | 146.2 | 516.7 |
| Effect of exchange rate changes on cash and cash equivalents | 30.0 | (26.1) | 7.5 |
| Change in cash and cash equivalents | 47.6 | 4.8 | (112.4) |
| Cash and cash equivalents, beginning of year | 131.2 | 179.6 | 290.0 |
| Cash and cash equivalents within assets held for sale, beginning of period | 58.7 | 5.5 | 7.5 |
| Less: Cash and cash equivalents within assets held for sale, end of period | — | 58.7 | 5.5 |
| Cash and cash equivalents, end of year | $237.5 | $131.2 | $179.6 |
| Supplemental cash flow information | |||
| Cash paid for interest, net | $106.2 | $134.8 | $103.2 |
Consolidated Statements of Changes in Equity
| In millions · Ordinary shares · Additional paid-in capital · Retained earnings · Accumulated other comprehensive loss · Total | ||||||
|---|---|---|---|---|---|---|
| Number | Amount | |||||
| Balance - December 31, 2022 | 165.3 | $1.7 | $2,372.3 | $457.3 | $(99.6) | $2,731.7 |
| Net income | — | — | — | 567.1 | — | 567.1 |
| Other comprehensive income (loss), net of tax | — | — | — | — | (4.4) | (4.4) |
| Dividends declared | — | — | — | (119.1) | — | (119.1) |
| Share repurchases | (1.2) | — | (58.8) | — | — | (58.8) |
| Exercise of options, net of shares tendered for payment | 0.4 | — | 10.8 | — | — | 10.8 |
| Issuance of restricted shares, net of cancellations | 0.7 | — | — | — | — | — |
| Shares surrendered by employees to pay taxes | (0.1) | — | (8.7) | — | — | (8.7) |
| Share-based compensation | — | — | 23.5 | — | — | 23.5 |
| Balance - December 31, 2023 | 165.1 | $1.7 | $2,339.1 | $905.3 | $(104.0) | $3,142.1 |
| Net income | — | — | — | 331.8 | — | 331.8 |
| Other comprehensive income (loss), net of tax | — | — | — | — | (40.4) | (40.4) |
| Dividends declared | — | — | — | (128.5) | — | (128.5) |
| Share repurchases | (1.5) | — | (100.0) | — | — | (100.0) |
| Exercise of options, net of shares tendered for payment | 1.0 | — | 16.7 | — | — | 16.7 |
| Issuance of restricted shares, net of cancellations | 0.6 | — | — | — | — | — |
| Shares surrendered by employees to pay taxes | (0.2) | — | (13.2) | — | — | (13.2) |
| Share-based compensation | — | — | 29.1 | — | — | 29.1 |
| Balance - December 31, 2024 | 165.0 | $1.7 | $2,271.7 | $1,108.6 | $(144.4) | $3,237.6 |
| Net income | — | — | — | 710.2 | — | 710.2 |
| Other comprehensive income (loss), net of tax | — | — | — | — | 113.2 | 113.2 |
| Dividends declared | — | — | — | (131.3) | — | (131.3) |
| Share repurchases | (4.8) | (0.1) | (253.0) | — | — | (253.1) |
| Exercise of options, net of shares tendered for payment | 1.1 | — | 25.9 | — | — | 25.9 |
| Issuance of restricted shares, net of cancellations | 0.6 | — | — | — | — | — |
| Shares surrendered by employees to pay taxes | (0.2) | — | (10.6) | — | — | (10.6) |
| Share-based compensation | — | — | 38.3 | — | — | 38.3 |
| Balance - December 31, 2025 | 161.7 | $1.6 | $2,072.3 | $1,687.5 | $(31.2) | $3,730.2 |
- Basis of Presentation and Summary of Significant Accounting Policies
Business
nVent Electric plc ("nVent," "we," "us," "our" or the "Company") is a leading global provider of electrical connection and protection solutions. The Company is comprised oftwo reporting segments: Systems Protection and Electrical Connections.
The Company was incorporated in Ireland on May 30, 2017. Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the United Kingdom (the "U.K.") and have tax residency in the U.K.
Basis of presentation
The consolidated financial statements have been prepared in United States ("U.S.") dollars ("USD") and in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Intercompany accounts and transactions have been eliminated.
Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year.
On July 31, 2024, we entered into a definitive agreement to sell our Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management. We completed the sale of the Thermal Management business on January 30, 2025, which resulted in $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments. As a result of the agreement, the Thermal Management business met the criteria set forth in Accounting Standards Codification ("ASC") 205-20 to be presented as a discontinued operation and the related assets and liabilities have been presented as held for sale. The Thermal Management business' results of operations and the related cash flows are reflected in Income from discontinued operations, net of tax in the Consolidated Statements of Operations and Comprehensive Income and cash flows from discontinued operations in the Consolidated Statements of Cash Flows, respectively, for all periods presented. For additional information regarding this transaction and its effect on our financial reporting, see Note 6 below.
Fiscal year
Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.
Use of estimates
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include our accounting for valuation of goodwill and indefinite lived intangible assets, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, over-time revenue recognition, assets acquired and liabilities assumed in acquisitions, contingent liabilities, income taxes and pension and other post-retirement benefits. Actual results could differ from our estimates.
Revenue recognition
Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for transferring those goods or providing services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
When determining whether the customer has obtained control of the goods or services, we consider any future performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in Accounting Standards Codification 606 - Revenue from Contracts with Customers. Generally, there is no post-shipping obligation on product sold other than warranty obligations in the normal and ordinary course of business, except where our products are utilized in projects where additional services such as installation are performed. The timing of satisfaction of the Company's performance obligations does not significantly vary from the typical timing of payment.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for purposes of revenue recognition. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. For contracts with multiple performance obligations, stand-alone selling price is generally readily observable.
Our performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products and services transferred to customers at a point in time accounted for 65%,76% and 79% of our revenue for the years ended
December 31, 2025, 2024 and 2023, respectively. Revenue on these contracts is recognized when obligations under the terms of the contract with our customer are satisfied; generally this occurs with the transfer of control upon shipment.
Revenue from products and services transferred to customers over time accounted for 35%,24% and 21% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively. For the majority of our revenue recognized over time, we use an input measure to determine progress towards completion. Under this method, sales and gross profit are recognized as work is performed generally based on the relationship between the actual costs incurred and the total estimated costs at completion ("the cost-to-cost method") or based on efforts for measuring progress towards completion in situations in which this approach is more representative of the progress on the contract than the cost-to-cost method. Contract costs include labor, material, overhead and, when appropriate, general and administrative expenses. Changes to the original estimates may be required during the life of the contract and such estimates are reviewed on a regular basis. Sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs. These reviews have not resulted in adjustments that were significant to our results of operations. For performance obligations related to long-term contracts, when estimates of total costs to be incurred on a performance obligation exceed total estimates of revenue to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.
We use an output method to measure progress towards completion for certain of our Systems Protection businesses, as this method appropriately depicts performance towards satisfaction of the performance obligation. Under the output method, revenue is recognized based on number of units produced.
We apply a practical expedient to expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are recorded in Selling, general and administrativein the Consolidated Statements of Operations and Comprehensive Income. Further, we do not adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be less than one year.
Sales returns
The right of return may exist explicitly or implicitly with our customers. Our return policy allows for customer returns only upon our authorization. Goods returned must be product we continue to market and must be in salable condition. When the right of return exists, we adjust the transaction price for the estimated effect of returns. We estimate the expected returns based on historical sales levels, the timing and magnitude of historical sales return levels as a percent of sales, type of product, type of customer and a projection of this experience into the future.
Pricing and sales incentives
Our sales contracts may give customers the option to purchase additional goods or services priced at a discount. This can come in many forms, such as customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives.
We reduce the transaction price for certain customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives that represent variable consideration. Sales incentives given to our customers are recorded using either the expected value method or most likely amount approach for estimating the amount of consideration to which nVent shall be entitled. The expected value is the sum of probability-weighted amounts in a range of possible consideration amounts. An expected value is an appropriate estimate of the amount of variable consideration when there are a large number of contracts with similar characteristics. The most likely amount is the single most likely amount in a range of possible consideration amounts (that is, the single most likely outcome of the contract). The most likely amount is an appropriate estimate of the amount of variable consideration if the contract has limited possible outcomes.
Pricing is established at or prior to the time of sale with our customers and we record sales at the agreed-upon net selling price. However, certain of our businesses allow customers to apply for a refund of a percentage of the original purchase price if they can demonstrate sales to a qualifying end customer. We use the expected value method to estimate the anticipated refund to be paid based on historical experience and the transaction price is reduced for the probable cost of the discount.
Volume-based incentives involve rebates that are negotiated at or prior to the time of sale with the customer and are redeemable only if the customer achieves a specified cumulative level of sales or sales increase. Under these incentive programs, at the time of sale, we estimate the anticipated rebate to be paid based on forecasted sales levels. These forecasts are updated at least quarterly for each customer and the transaction price is reduced for the anticipated cost of the rebate. If the forecasted sales for a customer changes, the accrual for rebates is adjusted to reflect the new amount of rebates expected to be earned by the customer.
Shipping and handling costs
Amounts billed to customers for shipping and handling activities after the customer obtains control are treated as a separate performance obligation and recorded in Net sales in the Consolidated Statements of Operations and Comprehensive Income. Shipping and handling costs incurred by nVent for the delivery of goods to customers are considered a cost to fulfill the contract and are included in Cost of goods sold in the Consolidated Statements of Operations and Comprehensive Income.
Contract assets and liabilities
Contract assets consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, such as when the customer retains a small portion of the contract price until completion of the contract. We typically receive interim payments on sales under long-term contracts as work progresses, although for some contracts, we may be entitled to receive an advance payment. Contract liabilities consist of advanced payments and billings in excess of revenue recognized.
Contract assets are recorded within Other current assets and contract liabilities are recorded within Other current liabilities in the Consolidated Balance Sheets.
Research and development
We conduct research and development activities primarily in our own facilities, which consist primarily of the development of new products, product applications and manufacturing processes.
Cash equivalents
We consider highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.
Trade receivables and concentration of credit risk
We record an allowance for doubtful accounts to reduce our receivables balance by the amount that is estimated to be uncollectible from our customers, or the expected loss. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, including write-offs and recoveries, periodic credit evaluations of our customers' financial situation and current circumstances, as well as reasonable and supportable forecasts of future economic conditions. We generally do not require collateral. Accounts receivable from one customer represented approximately 11% of total accounts receivable as of December 31, 2025. No customer receivable balance exceeded 10% of total net receivable balance as of December 31, 2024.
Inventories
Inventories are stated at the lower of cost or net realizable value with substantially all inventories recorded using the first-in, first-out cost method.
Property, plant and equipment, net
Property, plant and equipment is stated at historical cost. We compute depreciation by the straight-line method based on the following estimated useful lives:
| Years | |
| Land improvements | 5 to 20 |
|---|---|
| Buildings and leasehold improvements | 5 to 50 |
| Machinery and equipment | 3 to 15 |
Significant improvements that add to productive capacity or extend the lives of properties are capitalized. Costs for repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the recorded cost of the assets and their related accumulated depreciation are removed from the Consolidated Balance Sheets and any related gains or losses are included in income.
We review the recoverability of long-lived assets to be held and used, such as property, plant and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined considering the selling price, and fair values are reduced for the cost to dispose of the assets. The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets. There wasno material impairment expense recorded in 2025, 2024 or 2023 related to long-lived assets.
The following table presents geographic Property, plant and equipment, net by region as of December 31:
| In millions | 2025 | 2024 |
|---|---|---|
| U.S. | $292.8 | $214.1 |
| Mexico | 43.3 | 42.9 |
| EMEA (1) | 80.8 | 72.3 |
| Rest of World (2) | 17.6 | 18.6 |
| Consolidated | $434.5 | $347.9 |
| (1) EMEA includes Europe, Middle East, India and Africa | ||
| (2) Rest of World includes Canada, Asia-Pacific, Latin America and South America | ||
Goodwill and identifiable intangible assets
Goodwill
Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed.
Goodwill is tested annually for impairment as of the first day of the fourth quarter, and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed by comparing the fair value of each reporting unit with its carrying amount, and recognizing an impairment expense for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Determining the fair value of the reporting units required the use of significant judgment, including assumptions about future revenues and expenses, capital expenditures and changes in working capital and discount rates, which are based on our annual operating plan and long-term business plan. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, and growth expectations for the industries and end markets in which the reporting unit participates. The level of judgment and estimation is inherently high. Inputs used to estimate these fair values included significant unobservable inputs that reflect the Company’s assumptions about the inputs that market participants would use and, therefore, the fair value assessments are classified within Level 3 of the fair value hierarchy defined by the accounting guidance.
In estimating fair value using the market approach, we identify a group of comparable publicly-traded companies for each reporting unit that are similar in terms of size and product offering. These groups of comparable companies are used to develop multiples based on total market-based invested capital as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”). We determine our estimated values by applying these comparable EBITDA multiples to the operating results of our reporting units. The ultimate fair value of each reporting unit is determined considering the results of both valuation methods.
There wasno impairment expense recorded in 2025, 2024 or 2023 related to goodwill.
Identifiable intangible assets
Our primary identifiable intangible assets include customer relationships, trade names, proprietary technologies and patents and backlog. Identifiable intangibles with definite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test during the fourth quarter each year for those identifiable assets not subject to amortization.
The impairment test for trade names consists of a comparison of the fair value of the trade name with its carrying value. Fair value is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted-average cost of capital. The non-recurring fair value measurement is a Level 3 measurement under the fair value hierarchy described below.
There wasno impairment expense recorded in 2025, 2024 or 2023 related to identifiable intangible assets.
Income taxes
We use the asset and liability approach to account for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. We maintain valuation allowances unless it is more likely than not that all or a portion of the deferred tax assets will be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We sponsor defined-benefit pension plans and a post-retirement health plan. The pension and other post-retirement benefit costs for these plans are determined from actuarial assumptions and methodologies, including discount rates and expected returns on plan assets. These assumptions are updated annually and are disclosed in Note 13.
We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.
Earnings per ordinary share
Basic earnings per share are computed by dividing net income by the weighted-average number of ordinary shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of ordinary shares outstanding including the dilutive effects of ordinary share equivalents, calculated using the treasury stock method.
Derivative financial instruments
We recognize all derivatives, including those embedded in other contracts, as either assets or liabilities at fair value in our Consolidated Balance Sheets. If the derivative is designated and is effective as a cash flow or fair value hedge, the effective portion of changes in the fair value of the derivative are recorded in Accumulated other comprehensive loss as a separate component of equity in the Consolidated Balance Sheets and is recognized in the Consolidated Statements of Operations and Comprehensive Income when the hedged item affects earnings. If the underlying hedged transaction ceases to exist or if the hedge becomes ineffective, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Cash flows of the derivative financial instruments are classified consistent with the underlying hedged item. For a derivative that is not designated as or does not qualify as a hedge, changes in fair value are reported in earnings immediately.
Gains and losses on net investment hedges are included in Accumulated other comprehensive loss as a separate component of equity in the Consolidated Balance Sheets.
We use derivative instruments for the purpose of hedging interest rate and currency exposures, which exist as part of ongoing business operations. We do not hold or issue derivative financial instruments for trading or speculative purposes. All other contracts that contain provisions meeting the definition of a derivative also meet the requirements for the normal purchases and normal sales scope exception. Our policy is not to enter into contracts with terms that cannot be designated as normal purchases or sales. From time to time, we may enter into short duration foreign currency contracts to hedge foreign currency risks.
Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level 1: Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3: Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
Foreign currency translation
The financial statements of subsidiaries located outside of the U.S. are generally measured using the local currency as the functional currency, except for certain corporate entities outside of the U.S. which are measured using USD. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resultant translation adjustments are included in Accumulated other comprehensive loss as a separate component of equity.
New accounting standards
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, "Disaggregation of Income Statement Expenses", which is intended to improve disclosures about a public business entity's expenses. It requires public entities to disaggregate specific types of expenses, including disclosures for purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as selling expenses. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be adopted on a retrospective or prospective basis. We are currently evaluating the potential impact of adopting this new guidance on the related disclosures within our consolidated financial statements.
- Revenue
Disaggregation of revenue
We disaggregate our revenue from contracts with customers by geographic location and vertical, as we believe these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Geographic net sales information, based on geographic destination of the sale, was as follows:
| Year ended December 31, 2025 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Americas | $2,052.3 | $1,106.0 | $3,158.3 |
| EMEA (1) | 433.8 | 153.5 | 587.3 |
| Asia-Pacific | 106.8 | 40.7 | 147.5 |
| Total | $2,592.9 | $1,300.2 | $3,893.1 |
| Year ended December 31, 2024 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Americas | $1,327.9 | $997.6 | $2,325.5 |
| EMEA (1) | 387.2 | 146.7 | 533.9 |
| Asia-Pacific | 108.2 | 38.5 | 146.7 |
| Total | $1,823.3 | $1,182.8 | $3,006.1 |
| Year ended December 31, 2023 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Americas | $1,137.9 | $877.0 | $2,014.9 |
| EMEA (1) | 369.7 | 151.6 | 521.3 |
| Asia-Pacific | 98.3 | 34.4 | 132.7 |
| Total | $1,605.9 | $1,063.0 | $2,668.9 |
| (1) EMEA includes Europe, Middle East, India and Africa. | |||
Vertical net sales information was as follows:
| Year ended December 31, 2025 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Infrastructure | $1,298.9 | $447.2 | $1,746.1 |
| Industrial | 998.9 | 170.9 | 1,169.8 |
| Commercial & Residential | 260.8 | 636.0 | 896.8 |
| Energy | 34.3 | 46.1 | 80.4 |
| Total | $2,592.9 | $1,300.2 | $3,893.1 |
| Year ended December 31, 2024 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Infrastructure | $640.0 | $340.9 | $980.9 |
| Industrial | 911.3 | 153.3 | 1,064.6 |
| Commercial & Residential | 242.7 | 636.2 | 878.9 |
| Energy | 29.3 | 52.4 | 81.7 |
| Total | $1,823.3 | $1,182.8 | $3,006.1 |
| Year ended December 31, 2023 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Infrastructure | $468.9 | $327.9 | $796.8 |
| Industrial | 868.9 | 123.4 | 992.3 |
| Commercial & Residential | 242.4 | 567.6 | 810.0 |
| Energy | 25.7 | 44.1 | 69.8 |
| Total | $1,605.9 | $1,063.0 | $2,668.9 |
Contract balances
Contract assets and liabilities consisted of the following:
| In millions | December 31, 2025 | December 31, 2024 | $ Change | % Change |
|---|---|---|---|---|
| Contract assets | $160.8 | $54.9 | $105.9 | 192.9% |
| Contract liabilities | 176.8 | 22.5 | 154.3 | 685.8% |
| Net contract assets (liabilities) | $(16.0) | $32.4 | $(48.4) | (149.4)% |
| In millions | December 31, 2024 | December 31, 2023 | $ Change | % Change |
|---|---|---|---|---|
| Contract assets | $54.9 | $13.6 | $41.3 | 303.7% |
| Contract liabilities | 22.5 | 8.0 | 14.5 | 181.3% |
| Net contract assets (liabilities) | $32.4 | $5.6 | $26.8 | 478.6% |
The $48.4 million decrease in net contract assets in 2025 was primarily the result of the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") and the timing of milestone invoicing. The $26.8 million increase in net contract liabilities in 2024 was primarily the result of the acquisition of Trachte, LLC ("Trachte") and the timing of milestone invoicing. The majority of our contract liabilities at December 31, 2024 and 2023 were recognized in revenue as of December 31, 2025 and 2024, respectively. There wereno material impairment losses recognized on our contract assets for the twelve months ended December 31, 2025 and 2024.
Remaining performance obligations
Beginning December 31, 2025, we discontinued the use of the practical expedient to disclose only the value of remaining performance obligations for contracts with an original expected length of one year or more and will disclose the remaining performance obligations for the Company regardless of duration, which we believe is preferable as it provides a more comprehensive view of our backlog. On December 31, 2025, we had $2,349.9 million of remaining performance obligations.
We expect to recognize the majority of our remaining performance obligations on these contracts within the next twelve months.
- Restructuring
During 2025, 2024 and 2023, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Restructuring initiatives during the years ended December 31, 2025, 2024 and 2023 included a reduction in hourly and salaried headcount of approximately 90,125 and 65 employees, respectively.
Restructuring related costs included in Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Income included costs for severance and other restructuring costs as follows:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Severance and related costs | $4.8 | $4.9 | $3.3 |
| Other | 2.7 | 2.1 | 0.6 |
| Total restructuring costs | $7.5 | $7.0 | $3.9 |
Other restructuring costs primarily consist of asset impairment and various contract termination costs.
Restructuring costs by reportable segment as well as Enterprise and other were as follows:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Systems Protection | $1.2 | $1.2 | $1.4 |
| Electrical Connections | 3.4 | 4.8 | 1.6 |
| Enterprise and other | 2.9 | 1.0 | 0.9 |
| Consolidated | $7.5 | $7.0 | $3.9 |
Activity related to accrued severance and related costs recorded in Other current liabilities in the Consolidated Balance Sheets is summarized as follows:
| Years ended December 31 | ||
|---|---|---|
| In millions | 2025 | 2024 |
| Beginning balance | $1.8 | $1.2 |
| Costs incurred | 4.8 | 4.9 |
| Cash payments and other | (3.8) | (4.3) |
| Ending balance | $2.8 | $1.8 |
- Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
| Years ended December 31 | |||
|---|---|---|---|
| In millions, except per share data | 2025 | 2024 | 2023 |
| Net income from continuing operations | $428.5 | $240.8 | $459.7 |
| Income from discontinued operations, net of tax | 281.7 | 91.0 | 107.4 |
| Net income | $710.2 | $331.8 | $567.1 |
| Weighted-average ordinary shares outstanding | |||
| Basic | 162.4 | 165.5 | 165.6 |
| Dilutive impact of stock options, restricted stock units and performance share units | 2.2 | 2.7 | 2.6 |
| Diluted | 164.6 | 168.2 | 168.2 |
| Earnings per ordinary share | |||
| Basic | |||
| Continuing operations | $2.63 | $1.45 | $2.78 |
| Discontinued operations | 1.73 | 0.55 | 0.64 |
| Basic earnings per ordinary share | $4.36 | $2.00 | $3.42 |
| Diluted | |||
| Continuing operations | $2.60 | $1.43 | $2.73 |
| Discontinued operations | 1.71 | 0.54 | 0.64 |
| Diluted earnings per ordinary share | $4.31 | $1.97 | $3.37 |
| Anti-dilutive stock options excluded from the calculation of diluted earnings per share | 0.0 | 0.3 | 0.3 |
- Acquisitions
Electrical Products Group Acquisition
On May 1, 2025, we acquired the Electrical Products Group for a purchase price of $979.6 million in cash. The Electrical Products Group is a leading provider of infrastructure solutions, designed to help ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. We operate the Electrical Products Group predominantly within our Systems Protection reporting segment. We funded the purchase price for the acquisition with available cash on hand.
The purchase price has been preliminarily allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the Electrical Products Group acquisition. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. These changes will primarily relate to impacts associated with income taxes and other accruals. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation.
The following table summarizes our preliminary estimates of the fair values of the assets acquired and liabilities assumed in the Electrical Products Group acquisition previously reported as of September 30, 2025 and revised as of December 31, 2025:
| In millions | As Previously Reported | As Revised |
|---|---|---|
| Accounts receivable | $98.0 | $98.0 |
| Inventories | 22.0 | 22.0 |
| Other current assets | 87.3 | 87.4 |
| Property, plant and equipment | 39.0 | 38.9 |
| Identifiable intangible assets | 433.8 | 433.8 |
| Goodwill | 440.9 | 439.3 |
| Other assets | 23.5 | 26.2 |
| Current liabilities | (145.8) | (146.0) |
| Other liabilities | (20.0) | (20.0) |
| Purchase price | $978.7 | $979.6 |
The excess purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $439.3 million, substantially all of which is expected to be deductible for income tax purposes. Goodwill recognized from the Electrical Products Group acquisition reflects the future economic benefit resulting from synergies of our combined operations.
Preliminary identifiable intangible assets acquired relate to $325.2 million of definite-lived customer relationships with estimated useful lives of 16 and 20 years, $32.8 million of definite-lived proprietary technologies with estimated useful lives of 8 years and $75.8 million of customer backlog with estimated useful lives of approximately 3 years. The fair values of proprietary technologies acquired in the acquisition were determined using a relief-from-royalty method, and the fair values of customer relationships and customer backlog acquired were determined using a multi-period excess earnings method. These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy.
Electrical Products Group net sales and operating income for the period from the acquisition date to December 31, 2025 were $331.7 million and $35.6 million, respectively. Electrical Products Group operating income for the year ended December 31, 2025 includes $34.1 million of identifiable intangible asset amortization expense.
Trachte Acquisition
On July 16, 2024, as part of our Systems Protection reporting segment, we completed the acquisition of Trachte for approximately $687.5 million in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets. The purchase price was funded primarily through borrowings under the 2024 Term Loan Facility and the Revolving Credit Facility (as described in Note 10 below).
The purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the Trachte acquisition.
The following table summarizes the final fair values of the assets acquired and liabilities assumed in the Trachte acquisition:
| In millions | |
|---|---|
| Cash | $13.6 |
| Accounts receivable | 45.4 |
| Inventories | 10.0 |
| Other current assets | 42.2 |
| Property, plant and equipment | 11.1 |
| Identifiable intangible assets | 331.5 |
| Goodwill | 368.9 |
| Other assets | 25.3 |
| Current liabilities | (63.2) |
| Other liabilities | (97.3) |
| Purchase price | $687.5 |
The excess purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $368.9 million, substantially none of which is expected to be deductible for income tax purposes. Goodwill recognized from the Trachte acquisition reflects the future economic benefit resulting from synergies of our combined operations.
Identifiable intangible assets acquired include $55.4 million of indefinite-lived trade names, $206.6 million of definite-lived customer relationships with an estimated useful life of 17 years, $23.8 million of definite-lived proprietary technology with an estimated useful life of 8 years and $45.7 million of customer backlog with an estimated useful life of 2 years. The fair values of trade names and proprietary technology acquired in the acquisition were determined using a relief-from-royalty method, and the fair values of customer relationships and customer backlog acquired were determined using a multi-period excess earnings method. These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy.
The following table presents unaudited pro forma financial information as if the acquisitions of Electrical Products Group and Trachte had occurred on January 1, 2024 and January 1, 2023, respectively:
| Years ended December 31 | ||
|---|---|---|
| In millions, except per share data | 2025 | 2024 |
| Net sales | $4,032.9 | $3,480.2 |
| Net income from continuing operations | 444.5 | 242.0 |
| Net income | 726.2 | 333.0 |
| Earnings per ordinary share | ||
| Basic | ||
| Continuing operations | $2.74 | $1.46 |
| Basic earnings per ordinary share | $4.47 | $2.01 |
| Diluted | ||
| Continuing operations | $2.70 | $1.44 |
| Diluted earnings per ordinary share | $4.41 | $1.98 |
The unaudited pro forma results include adjustments for the amortization of acquired intangible assets and interest expense on debt issued to finance the Trachte acquisition, as well as the related income tax impact.
The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the Electrical Products Group and Trachte acquisitions. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the Electrical Products Group and Trachte acquisitions occurred on January 1, 2024 and January 1, 2023, respectively.
2023 Acquisitions
On May 18, 2023, as part of our Electrical Connections reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management. The purchase price was funded primarily through borrowings under the 2033 Notes and 2023 Term Loan Facility (as described in Note 10 below).
The purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the ECM Industries acquisition.
The following table summarizes the final fair values of the assets acquired and liabilities assumed in the ECM Industries acquisition:
| In millions | |
|---|---|
| Cash | $45.7 |
| Accounts receivable | 77.0 |
| Inventories | 99.1 |
| Other current assets | 4.9 |
| Property, plant and equipment | 75.0 |
| Identifiable intangible assets | 524.0 |
| Goodwill | 379.7 |
| Other assets | 17.4 |
| Current liabilities | (53.9) |
| Other liabilities | (34.8) |
| Purchase price | $1,134.1 |
The excess purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $379.7 million, substantially all of which is expected to be deductible for income tax purposes. Goodwill recognized from the ECM Industries acquisition reflects the future economic benefit resulting from synergies of our combined operations.
Identifiable intangible assets acquired included $113.7 million of trade name intangible assets, a majority of which are indefinite-lived, $381.7 million of definite-lived customer relationships with an estimated useful life of 20 years, and $22.0 million of definite-lived proprietary technology intangible assets with an estimated useful life of 7 years. The fair values of trade names and proprietary technology acquired in the acquisition were determined using a relief-from-royalty method, and customer relationships acquired were determined using a multi-period excess earnings method. These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy.
On July 10, 2023, we acquired TEXA Industries for approximately $34.8 million in cash. TEXA Industries is an Italian manufacturer of industrial cooling applications that we market as part of the nVent HOFFMAN product line within our Systems Protection segment. We acquired $5.2 million of debt with the TEXA Industries acquisition, which we repaid in full in 2023.
The excess purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $10.9 million, none of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired included $12.4 million of definite-lived customer relationships with an estimated useful life of 13 years.
- Discontinued Operations
On January 30, 2025, we completed the sale of the Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for a purchase price of $1.7 billion in cash, subject to customary purchase price adjustments, resulting in cash proceeds, net of transaction costs and cash transferred, of $1,585.1 million. The results of the Thermal Management business have been presented as discontinued operations in our Consolidated Statements of Operations and Comprehensive Income for all periods presented. The assets and liabilities of this business have been presented as held for sale in the Consolidated Balance Sheet for the year ended December 31, 2024. The Thermal Management business was previously disclosed as a stand-alone reporting segment.
The sale resulted in a pre-tax gain of $435.3 million, net of transaction costs of $32.8 million. The Provision for income taxes below of $154.7 million predominately relates to tax expense on the gain on sale for the year ended December 31, 2025.
Income from discontinued operations before income taxes for the year ended December 31, 2024 includes transaction costs of $31.7 million which were recorded within Selling, general and administrative expenses.
The operating results of discontinued operations, net of income taxes, are summarized below:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Net sales | $40.5 | $622.7 | $594.7 |
| Cost of goods sold | 20.9 | 330.8 | 327.8 |
| Gross profit | 19.6 | 291.9 | 266.9 |
| Selling, general and administrative | 17.2 | 146.1 | 125.9 |
| Research and development | 1.3 | 18.3 | 16.3 |
| Operating income | 1.1 | 127.5 | 124.7 |
| Other expense (income) | — | (0.6) | 0.5 |
| Income from discontinued operations before income taxes | 1.1 | 128.1 | 124.2 |
| Gain from sale of discontinued operations before income taxes | (435.3) | — | — |
| Provision for income taxes | 154.7 | 37.1 | 16.8 |
| Income from discontinued operations, net of tax | $281.7 | $91.0 | $107.4 |
The major classes of assets and liabilities classified as held for sale were as follows at December 31, 2024:
| In millions | |
|---|---|
| Cash and cash equivalents | $58.7 |
| Accounts receivable, net of allowances | 115.0 |
| Inventories | 80.8 |
| Other current assets | 46.3 |
| Current assets held for sale | 300.8 |
| Property, plant and equipment, net | 71.4 |
| Goodwill | 709.1 |
| Intangibles, net | 153.4 |
| Other non-current assets | 41.4 |
| Non-current assets held for sale | 975.3 |
| Total assets held for sale | $1,276.1 |
| Accounts payable | $40.9 |
| Employee compensation and benefits | 20.6 |
| Other current liabilities | 61.0 |
| Current liabilities held for sale | 122.5 |
| Pension and other post-retirement compensation and benefits | 12.1 |
| Deferred tax liabilities | 12.0 |
| Other non-current liabilities | 21.8 |
| Non-current liabilities held for sale | 45.9 |
| Total liabilities held for sale | $168.4 |
- Goodwill and Other Identifiable Intangible Assets
The changes in the carrying amount of goodwill by reporting unit were as follows:
| In millions | December 31, 2024 | Acquisitions/divestitures | Foreign currencytranslation/other | December 31, 2025 |
|---|---|---|---|---|
| Systems Protection | $790.1 | $398.0 | $14.3 | $1,202.4 |
| Electrical Connections | 1,431.7 | 43.9 | — | 1,475.6 |
| Total goodwill | $2,221.8 | $441.9 | $14.3 | $2,678.0 |
| In millions | December 31, 2023 | Acquisitions/divestitures | Foreign currencytranslation/other | December 31, 2024 |
|---|---|---|---|---|
| Systems Protection | $430.4 | $365.9 | $(6.2) | $790.1 |
| Electrical Connections | 1,427.7 | 4.0 | — | 1,431.7 |
| Total goodwill | $1,858.1 | $369.9 | $(6.2) | $2,221.8 |
There wasno impairment expense recorded in 2025, 2024 or 2023 related to goodwill.
Identifiable intangible assets consisted of the following at December 31:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| In millions | Cost | Accumulatedamortization | Net | Cost | Accumulatedamortization | Net |
| Definite-life intangibles | ||||||
| Customer relationships | $1,904.0 | $(551.5) | $1,352.5 | $1,571.7 | $(458.7) | $1,113.0 |
| Proprietary technologies and patents | 111.8 | (31.8) | 80.0 | 78.2 | (19.5) | 58.7 |
| Other definite-life intangible assets | 139.5 | (63.1) | 76.4 | 63.7 | (18.9) | 44.8 |
| Total definite-life intangibles | 2,155.3 | (646.4) | 1,508.9 | 1,713.6 | (497.1) | 1,216.5 |
| Indefinite-life intangibles | ||||||
| Trade names | 367.6 | — | 367.6 | 370.5 | — | 370.5 |
| Total intangibles | $2,522.9 | $(646.4) | $1,876.5 | $2,084.1 | $(497.1) | $1,587.0 |
Identifiable intangible asset amortization expense in 2025, 2024 and 2023 was $147.1 million, $94.7 million and $69.5 million, respectively. There wasno impairment expense recorded in 2025, 2024 or 2023 related to identifiable intangible assets.
Estimated future amortization expense for identifiable intangible assets during the next five years is as follows:
| In millions | 2026 | 2027 | 2028 | 2029 | 2030 |
|---|---|---|---|---|---|
| Estimated amortization expense | $153.9 | $136.4 | $111.0 | $111.0 | $107.9 |
- Supplemental Balance Sheet Information
| December 31 | ||
|---|---|---|
| In millions | 2025 | 2024 |
| Inventories | ||
| Raw materials and supplies | $213.5 | $146.4 |
| Work-in-process | 31.2 | 15.8 |
| Finished goods | 227.2 | 198.1 |
| Total inventories | $471.9 | $360.3 |
| Other current assets | ||
| Contract assets | $160.8 | $54.9 |
| Prepaid expenses | 46.8 | 36.1 |
| Prepaid income taxes | 12.1 | 18.1 |
| Other current assets | 17.5 | 14.8 |
| Total other current assets | $237.2 | $123.9 |
| Property, plant and equipment, net | ||
| Land and land improvements | $28.3 | $21.5 |
| Buildings and leasehold improvements | 220.0 | 177.1 |
| Machinery and equipment | 651.1 | 565.6 |
| Construction in progress | 65.7 | 47.2 |
| Total property, plant and equipment | 965.1 | 811.4 |
| Accumulated depreciation and amortization | 530.6 | 463.5 |
| Total property, plant and equipment, net | $434.5 | $347.9 |
| Other non-current assets | ||
| Deferred compensation plan assets | $18.8 | $15.4 |
| Operating lease right-of-use assets | 128.6 | 107.2 |
| Deferred tax assets | 46.7 | 57.0 |
| Other non-current assets | 29.2 | 34.0 |
| Total other non-current assets | $223.3 | $213.6 |
| Other current liabilities | ||
| Dividends payable | $34.6 | $33.9 |
| Accrued rebates | 91.5 | 69.4 |
| Contract liabilities | 176.8 | 22.5 |
| Accrued taxes payable | 56.7 | 50.7 |
| Current operating lease liabilities | 30.3 | 22.4 |
| Accrued interest | 9.8 | 11.6 |
| Other current liabilities | 74.5 | 56.0 |
| Total other current liabilities | $474.2 | $266.5 |
| Other non-current liabilities | ||
| Income taxes payable | $10.3 | $11.7 |
| Deferred compensation plan liabilities | 18.8 | 15.4 |
| Cross currency swap liabilities | 36.7 | 8.4 |
| Non-current operating lease liabilities | 105.0 | 90.7 |
| Other non-current liabilities | 33.8 | 31.7 |
| Total other non-current liabilities | $204.6 | $157.9 |
- Accumulated Other Comprehensive Loss
Components of Accumulated other comprehensive loss consist of the following at December 31:
| In millions | 2025 | 2024 |
|---|---|---|
| Cumulative translation adjustments | $(24.7) | $(151.6) |
| Change in market value of derivative financial instruments, net of tax | (6.5) | 7.2 |
| Accumulated other comprehensive loss | $(31.2) | $(144.4) |
In 2025, $92.7 million was reclassified from Accumulated other comprehensive loss to the gain on sale included in Income from discontinued operations, net of taxas a result of the sale of the Thermal Management business.
- Debt
Debt and the average interest rates on debt outstanding were as follows:
| In millions · Averageinterest rate at · Maturityyear · December 31 | ||||
|---|---|---|---|---|
| December 31, 2025 · 2025 · 2024 | ||||
| Revolving credit facility | N/A | 2030 | $— | $— |
| 2021 Term loan facility | N/A | 2026 | — | 88.8 |
| 2023 Term loan facility | N/A | 2028 | — | 277.5 |
| 2024 Term loan facility | N/A | 2026 | — | 500.0 |
| 2025 Term loan facility | 4.977% | 2030 | 268.2 | — |
| Senior notes - fixed rate | 4.550% | 2028 | 500.0 | 500.0 |
| Senior notes - fixed rate | 2.750% | 2031 | 300.0 | 300.0 |
| Senior notes - fixed rate | 5.650% | 2033 | 500.0 | 500.0 |
| Unamortized issuance costs and discounts | N/A | N/A | (8.4) | (11.3) |
| Total debt | 1,559.8 | 2,155.0 | ||
| Less: Current maturities and short-term borrowings | (13.8) | (37.5) | ||
| Long-term debt | $1,546.0 | $2,117.5 | ||
Senior notes
In March 2018, nVent Finance S.à r.l. (“nVent Finance”), a 100-percent owned subsidiary of nVent, issued $500.0 million aggregate principal amount of 4.550% senior notes due 2028 (the "2028 Notes").
In November 2021, nVent Finance issued $300.0 million aggregate principal amount of 2.750% senior notes due 2031 (the "2031 Notes").
In May 2023, to finance the acquisition of ECM Industries, nVent Finance issued $500.0 million aggregate principal amount of 5.650% Senior Notes due 2033 (the "2033 Notes" and, collectively with the 2028 Notes and the 2031 Notes, the "Notes").
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and interest on the 2031
Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year.
In February 2026, we entered into a supplemental indenture to the indenture governing the Notes as a result of which nVent Electric plc and Hoffman Schroff Holdings, Inc. fully and unconditionally and jointly and severally guarantee the Notes of nVent Finance (together with nVent Electric plc and Hoffman Schroff Holdings, Inc., the "Obligor Group"). nVent Electric plc is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries. nVent Finance is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the issuance of the Notes and other external debt. Hoffman Schroff Holdings, Inc. is a United States holding company and a 100 percent-owned indirect subsidiary of nVent Electric plc that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the guarantees of the Notes and other external debt. nVent Electric plc’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries. nVent Finance's principal source of cash flow, including to make payments on the Notes, is interest income from its subsidiaries. Hoffman Schroff Holdings, Inc.'s principal source of cash flow, including to make payments on the Notes pursuant to the guarantees, is interest income from its subsidiaries. None of the other subsidiaries of any of the Obligor Group are under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Obligor Group. If such subsidiaries are unable to transfer funds to the Obligor Group and sufficient cash or liquidity is not otherwise available, the Obligor Group may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.
The Notes constitute general unsecured senior obligations of nVent Finance and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance. The guarantees of the Notes by nVent Electric plc and Hoffman Schroff Holdings, Inc. constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance. Subject to certain qualifications and exceptions, the indenture pursuant to which the Notes were issued contains covenants that, among other things, restrict nVent Electric plc's, Hoffman Schroff Holdings, Inc.'s, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.
There are no significant restrictions on the ability of nVent Electric plc to obtain funds from its subsidiaries by dividend or loan. None of the assets of nVent Electric plc or its subsidiaries represents restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.
Senior credit facilities
In September 2021, nVent and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "2021 Credit Agreement") with a syndicate of banks providing for afive-year $300.0 million senior unsecured term loan facility (the "2021 Term Loan Facility") and afive-year $600.0 million senior unsecured revolving credit facility. In 2025, nVent repaid the remainder of the borrowings on the 2021 Term Loan Facility.
In June 2025, nVent and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for afive-year 275.0 million senior unsecured term loan facility (the "2025 Term Loan Facility") and afive-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility" and, together with the 2025 Term Loan Facility, the "Senior Credit Facilities"). The Credit Agreement amended and restated in its entirety the 2021 Credit Agreement. Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.
As of December 31, 2025, the borrowing capacity under the Revolving Credit Facility was $600.0 million.
Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, the Term Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offer Rate (“EURIBOR”), Sterling Overnight Index Average (“SONIA”) or, solely for swingline loans denominated in Euro, the Euro Short Term Rate ("ESTR"), plus, in each case, an applicable margin. The applicable margin will be based on, at nVent Finance’s election, nVent's net leverage ratio or public debt rating.
In April 2023, nVent and nVent Finance entered into a loan agreement providing for another unsecured term loan facility of $300.0 million forfive-years (the "2023 Term Loan Facility"), which was used to fund the acquisition of ECM Industries. In 2025, nVent repaid the remainder of the borrowings on the 2023 Term Loan Facility.
In June 2024, nVent and nVent Finance entered into a loan agreement providing for an additional senior unsecured term loan facility of $500.0 million fortwo years (the "2024 Term Loan Facility"). In July 2024, nVent partially financed the acquisition of Trachte using the 2024 Term Loan Facility. In 2025, nVent repaid the remainder of the borrowings on the 2024 Term Loan Facility.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each, a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance’s election and subject to certain conditions,4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt. As of December 31, 2025, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants.
Debt outstanding at December 31, 2025, excluding unamortized issuance costs and discounts, matures on a calendar year basis as follows:
| In millions | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total |
|---|---|---|---|---|---|---|---|
| Contractual debt obligation maturities | $13.8 | $13.8 | $517.2 | $20.6 | $202.8 | $800.0 | $1,568.2 |
- Derivatives and Financial Instruments
Derivative financial instruments
We are exposed to market risk related to changes in foreign currency exchange rates. To manage the volatility related to this exposure, we periodically enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality.
Foreign currency contracts
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. We manage our economic and transaction exposure to certain market-based risks through the use of derivative instruments. These derivative instruments primarily consist of forward foreign currency contracts used to mitigate foreign currency exposure for certain foreign currency assets and liabilities. Our objective in holding these derivatives is to reduce the volatility in net earnings and cash flows associated with changes in foreign currency rates. The majority of our foreign currency contracts have an original maturity date of less than one year. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings.
At December 31, 2025 and 2024, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $155.4 million and $73.8 million, respectively. The impact of these contracts on the Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.
Cross currency swaps
At December 31, 2025 and 2024, we had outstanding cross currency swap agreements with a combined notional amount of $362.5 million and $321.1 million, respectively. The agreements are accounted for as either cash flow hedges or fair value hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges, to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. As of December 31, 2025 and 2024, we had a deferred foreign currency loss of $0.9 million and gain of $0.7 million, respectively, in Accumulated other comprehensive loss associated with our cross currency swap activity.
In 2024, a net investment hedge was terminated early, resulting in a $0.4 million settlement, which is reflected as a component of investing cash inflows. Subsequent to the termination, we entered into a new net investment hedge of certain Euro-denominated subsidiaries to manage exposure to fluctuations in the Euro-U.S. dollar exchange rate with an initial gross notional U.S. dollar equivalent amount of $134.9 million.
In 2023, a cash flow hedge instrument and a net investment hedge instrument each reached maturity, resulting in settlement amounts reflected as a component of financing and investing cash inflows in the amount of $4.5 million and $3.1 million, respectively. Upon maturity of the previous agreement, we entered into a new net investment hedge with a gross notional U.S. dollar equivalent amount of $66.1 million. This net investment hedge was then settled early in the fourth quarter of 2023, resulting in a $1.7 million settlement, which is reflected as a component of investing cash inflows. Subsequent to the termination, we entered into a new net investment hedge with an initial gross notional U.S. dollar equivalent amount of $126.5 million.
Fair value of financial instruments
The following methods were used to estimate the fair values of each class of financial instrument:
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance;
cross currency swap and foreign currency contract agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are observable inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance; and
deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees)— fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined by the accounting guidance; fair value of common/collective trusts are valued at net asset value ("NAV"), which is based on the fair value of the underlying securities owned by the fund divided by the number of shares outstanding.
The recorded amounts and estimated fair values of total debt, excluding unamortized issuance costs and discounts, at December 31 were as follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| In millions | Recorded Amount | Fair Value | Recorded Amount | Fair Value |
| Variable rate debt | $268.2 | $268.2 | $866.3 | $866.3 |
| Fixed rate debt | 1,300.0 | 1,296.9 | 1,300.0 | 1,251.8 |
| Total debt | $1,568.2 | $1,565.1 | $2,166.3 | $2,118.1 |
Financial assets and liabilities measured at fair value on a recurring basis at December 31 were as follows:
| Recurring fair value measurements | 2025 | ||||
|---|---|---|---|---|---|
| In millions | Level 1 | Level 2 | Level 3 | NAV | Total |
| Cross currency swap liabilities | $— | $(36.7) | $— | $— | $(36.7) |
| Cross currency swap assets | — | 0.8 | — | — | 0.8 |
| Foreign currency contract liabilities | — | (0.3) | — | — | (0.3) |
| Foreign currency contract assets | — | 0.6 | — | — | 0.6 |
| Deferred compensation plan assets | 12.1 | — | — | 6.7 | 18.8 |
| Total recurring fair value measurements | $12.1 | $(35.6) | $— | $6.7 | $(16.8) |
| Recurring fair value measurements | 2024 | ||||
|---|---|---|---|---|---|
| In millions | Level 1 | Level 2 | Level 3 | NAV | Total |
| Cross currency swap liabilities | $— | $(8.4) | $— | $— | $(8.4) |
| Cross currency swap assets | — | 6.8 | — | — | 6.8 |
| Foreign currency contract liabilities | — | (0.3) | — | — | (0.3) |
| Foreign currency contract assets | — | 0.3 | — | — | 0.3 |
| Deferred compensation plan assets | 10.2 | — | — | 5.2 | 15.4 |
| Total recurring fair value measurements | $10.2 | $(1.6) | $— | $5.2 | $13.8 |
- Income Taxes
Income before income taxes consisted of the following:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Federal (1) | $(48.9) | $(23.6) | $(15.4) |
| International (2) | 598.9 | 452.8 | 390.7 |
| Income before income taxes | $550.0 | $429.2 | $375.3 |
(1)"Federal" reflects U.K. loss before income taxes.
(2)"International" reflects non-U.K. income before income taxes.
The provision (benefit) for income taxes consisted of the following:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Currently payable | |||
| Federal (1) | $— | $0.8 | $— |
| International (2) | 113.3 | 104.9 | 87.6 |
| Total current taxes | 113.3 | 105.7 | 87.6 |
| Deferred | |||
| Federal (1) | 0.1 | 0.1 | 2.0 |
| International (2) | 8.1 | 82.6 | (174.0) |
| Total deferred taxes | 8.2 | 82.7 | (172.0) |
| Total provision (benefit) for income taxes | $121.5 | $188.4 | $(84.4) |
(1)"Federal" represents U.K. taxes.
(2)"International" represents non-U.K. taxes.
The table below provides the updated requirements of the Accounting Standards Update 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"), for 2025. The reconciliations of the federal statutory income tax rate to our effective tax rate was as follows for the year ended December 31, 2025:
| Dollars in millions | Amount | Percent |
|---|---|---|
| Federal statutory tax rate | $137.5 | 25.0% |
| Foreign tax effects: | ||
| Jurisdictions: | ||
| Switzerland | ||
| Tax rate differential | (44.8) | (8.1) |
| Cantonal income taxes | 20.3 | 3.6 |
| Other | 3.7 | 0.7 |
| United States | ||
| Tax rate differential | (10.6) | (1.9) |
| State and local income taxes | 13.6 | 2.5 |
| Other | (7.3) | (1.3) |
| Other jurisdictions | 5.7 | 1.0 |
| Valuation allowances | 3.5 | 0.7 |
| Unrecognized tax benefits | (0.3) | (0.1) |
| Other adjustments | 0.2 | — |
| Effective tax rate | $121.5 | 22.1% |
As previously disclosed for the years December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the reconciliations of the federal statutory income tax rate to our effective tax rate were as follows:
| Years ended December 31 | ||
|---|---|---|
| Percentages | 2024 | 2023 |
| Federal statutory income tax rate (1) | 25.0% | 23.5% |
| Tax effect of international operations (2) | (2.7) | (4.9) |
| Change in other valuation allowances | 0.6 | 0.3 |
| Withholding taxes | 0.3 | 0.4 |
| Change in tax basis of foreign assets (3) | (0.1) | (16.4) |
| Foreign income tax loss carryforwards (4) | 21.6 | (24.8) |
| Excess tax benefits on stock-based compensation | (1.3) | (0.6) |
| Tax effect of equity investment impairment | 0.5 | — |
| Effective tax rate | 43.9% | (22.5)% |
(1)The U.K. changed its tax rate to from 19% to 25%, effective April 1, 2023.
(2)The tax effect of international operations consists of non-U.K. jurisdictions.
(3)In 2023, we recorded a non-cash income tax benefit of $55.4 million related to a step up in tax basis of intangible assets in Switzerland, partially offset by valuation allowances of $5.1 million. The assets were amortizable starting in 2025, and the amortization period varies based on the nature of the underlying assets from which the values were derived.
(4)In 2023, we recorded a non-cash income tax benefit of $93.2 million related to foreign income tax loss carryforwards resulting from tax-deductible statutory losses in Luxembourg. We determined in 2024 that such loss carryforwards would not be utilized in the remaining carryforward period and put a valuation allowance against the adjusted remaining loss carryforward available.
Reconciliations of the beginning and ending gross unrecognized tax benefits were as follows:
| Years ended December 31 | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Beginning balance | $11.7 | $13.9 | $13.4 |
| Gross increases for tax positions in prior periods | 0.7 | 0.7 | 0.5 |
| Gross decreases for tax positions in prior periods | (1.6) | (3.5) | (1.3) |
| Gross increases based on tax positions related to the current year | 1.5 | 1.4 | 1.7 |
| Gross decreases related to settlements with taxing authorities | (0.8) | — | (0.2) |
| Reductions due to statute expiration | (1.3) | (0.5) | (0.3) |
| Gross increases (decreases) due to currency fluctuations | 0.1 | (0.3) | 0.1 |
| Ending balance | $10.3 | $11.7 | $13.9 |
We record gross unrecognized tax benefits in Other current liabilities and Other non-current liabilities in the Consolidated Balance Sheets. Included in the $10.3 million of total gross unrecognized tax benefits as of December 31, 2025 was $8.9 million of tax benefits that, if recognized, would impact the effective tax rate.
Based on the outcome of tax examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that certain unrecognized tax benefits for tax positions taken on previously filed tax returns will materially change from those recorded as liabilities in our financial statements. A number of tax periods from 2017 to present are under audit by tax authorities in various jurisdictions, including in the United States, Germany, and India. We anticipate that several of these audits may be concluded in the foreseeable future.
We record penalties and interest related to unrecognized tax benefits in Provision (benefit) for income taxes and Net interest expense, respectively, in the Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2025 and 2024, we have liabilities of $1.5 million and $2.0 million, respectively, for the possible payment of penalties and $1.5 million and $1.4 million, respectively, for the possible payment of interest expense, which are recorded in Other current liabilities in the Consolidated Balance Sheets.
For 2025, we consider substantially all foreign earnings to be indefinitely reinvested. These earnings relate to ongoing operations and have been reinvested in active business operations. It is not practicable to estimate the amount of tax that might be payable if such earnings were to be remitted. Deferred taxes, if necessary, have been provided on earnings of non-U.S. affiliates whose earnings are not indefinitely reinvested.
Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as "temporary differences." We record the tax effect of these temporary differences as "deferred tax assets" (generally items that can be used as a tax deduction or credit in future periods) and "deferred tax liabilities" (generally items for which we received a tax deduction but the tax impact has not yet been recorded in the Consolidated Statements of Operations and Comprehensive Income).
Deferred taxes were recorded in the Consolidated Balance Sheets at December 31 as follows:
| In millions | 2025 | 2024 |
|---|---|---|
| Other non-current assets | $46.7 | $57.0 |
| Deferred tax liabilities | 232.0 | 242.7 |
| Net deferred tax liabilities | $185.3 | $185.7 |
The tax effects of the major items recorded as deferred tax assets and liabilities at December 31 were as follows:
| In millions | 2025 | 2024 |
|---|---|---|
| Deferred tax assets | ||
| Accrued liabilities and reserves | $28.1 | $23.3 |
| Pension and other post-retirement compensation and benefits | 11.6 | 13.8 |
| Employee compensation and benefits | 39.8 | 28.5 |
| Tax loss and credit carryforwards | 191.8 | 195.8 |
| Other intangibles | 33.0 | 43.5 |
| Interest limitation | 39.3 | 42.7 |
| Other assets | 34.0 | 34.8 |
| Total deferred tax assets | 377.6 | 382.4 |
| Valuation allowance | 194.4 | 196.0 |
| Deferred tax assets, net of valuation allowance | 183.2 | 186.4 |
| Deferred tax liabilities | ||
| Property, plant and equipment | 30.5 | 28.9 |
| Goodwill and other intangibles | 303.8 | 322.2 |
| Other liabilities | 34.2 | 21.0 |
| Total deferred tax liabilities | 368.5 | 372.1 |
| Net deferred tax liabilities | $185.3 | $185.7 |
Included in tax loss and credit carryforwards in the table above is a deferred tax asset of $3.1 million as of December 31, 2025 related to foreign tax credit carryover from the tax period ended December 31, 2017 and related to transition taxes. The entire amount is subject to a valuation allowance. The foreign tax credit is eligible for carryforward until the tax period ending December 31, 2027.
As of December 31, 2025, tax loss carryforwards of $762.3 million were available to offset future income. A valuation allowance of $181.5 million exists for deferred income tax benefits related to the tax loss carryforwards which may not be realized. We believe sufficient taxable income will be generated in the respective jurisdictions to allow us to fully recover the remainder of the tax losses. The tax losses relate to non-U.S. carryforwards which are subject to varying expiration periods. Non-U.S. carryforwards of $378.8 million are located in jurisdictions with unlimited tax loss carryforward periods, while the remainder will begin to expire in 2026.
The following provides supplemental information of cash paid for income taxes for 2025, including taxes paid related to the sale of the Thermal Management business, updated for the requirements of ASU 2023-09:
| Years ended December 31 | |
|---|---|
| In millions | 2025 |
| Cash paid during the period for income taxes, net of refunds: | |
| Federal | $— |
| Foreign | 283.3 |
| Total cash paid during the period for income taxes | $283.3 |
Individual jurisdictions equaling 5% or more of the total income tax paid for the year ended December 31, 2025 included the United States federal at $194.6 million and Switzerland federal at $16.5 million. The $194.6 million paid in the United States in 2025 includes $62.5 million paid to third parties for transferable tax credits.
As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the following is a supplemental schedule of cash paid for income taxes:
| Years ended December 31 | ||
|---|---|---|
| In millions | 2024 | 2023 |
| Cash paid during the period for income taxes | $120.2 | $112.4 |
- Benefit Plans
We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The defined benefit pension plans cover certain non-U.S. employees and retirees, and the pension benefits are based principally on an employee's years of service and/or compensation levels near retirement. In addition, we provide certain post-retirement health care benefits that generally provide fixed reimbursements.
Obligations and funded status
The following tables present reconciliations of plan benefit obligations, fair value of plan assets and the funded status of pension plans and a post-retirement health plan as of and for the years ended December 31:
| Pension plans | Post-retirement health plan | |||
|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 |
| Change in benefit obligations | ||||
| Benefit obligation beginning of year | $120.3 | $125.9 | $11.4 | $12.5 |
| Service cost | 1.0 | 1.1 | — | 0.1 |
| Interest cost | 4.6 | 4.0 | 0.6 | 0.6 |
| Actuarial (gain) loss | (12.8) | 0.6 | (0.2) | (1.0) |
| Foreign currency translation | 15.0 | (7.5) | — | — |
| Benefits paid | (5.4) | (3.8) | (0.7) | (0.8) |
| Benefit obligation end of year | $122.7 | $120.3 | $11.1 | $11.4 |
| Change in plan assets | ||||
| Fair value of plan assets beginning of year | $3.1 | $3.2 | $— | $— |
| Actual return on plan assets | 0.2 | — | — | — |
| Company contributions | 4.7 | 3.9 | 0.7 | 0.8 |
| Foreign currency translation | 0.4 | (0.2) | — | — |
| Benefits paid | (5.4) | (3.8) | (0.7) | (0.8) |
| Fair value of plan assets end of year | $3.0 | $3.1 | $— | $— |
| Funded status | ||||
| Fair value of plan assets end of year | $3.0 | $3.1 | $— | $— |
| Benefit obligation end of year | 122.7 | 120.3 | 11.1 | 11.4 |
| Benefit obligations in excess of the fair value of plan assets | $(119.7) | $(117.2) | $(11.1) | $(11.4) |
The actuarial changes during 2025 and 2024 are primarily attributable to the changes in discount rates from the prior year.
Amounts recorded in the Consolidated Balance Sheets at December 31 were as follows:
| Pension plans | Post-retirement health plan | |||
|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 |
| Current liabilities | $(5.2) | $(4.4) | $(1.1) | $(1.1) |
| Non-current liabilities | (114.5) | (112.8) | (10.0) | (10.3) |
| Benefit obligations in excess of the fair value of plan assets | $(119.7) | $(117.2) | $(11.1) | $(11.4) |
The accumulated benefit obligation for all defined benefit pension plans was $121.8 million and $119.3 million at December 31, 2025 and 2024, respectively.
Information for pension plans with an accumulated benefit obligation or projected benefit obligation in excess of plan assets as of December 31 was as follows:
| Projected benefit obligationexceeds the fair valueof plan assets | Accumulated benefit obligationexceeds the fair value ofplan assets | |||
|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 |
| Projected benefit obligation | $122.7 | $120.3 | $121.9 | $119.5 |
| Fair value of plan assets | 3.0 | 3.1 | 2.2 | 2.4 |
| Accumulated benefit obligation | N/A | N/A | 121.1 | 118.7 |
Components of net periodic benefit expense (income) for our pension plans were as follows for the years ended December 31:
| In millions | 2025 | 2024 | 2023 |
|---|---|---|---|
| Service cost | $1.0 | $1.1 | $1.1 |
| Interest cost | 4.6 | 4.0 | 4.5 |
| Expected return on plan assets | (0.1) | (0.1) | (0.1) |
| Net actuarial loss (gain) | (12.9) | 0.6 | 13.9 |
| Net periodic benefit expense (income) | $(7.4) | $5.6 | $19.4 |
Components of net periodic benefit expense (income) for our post-retirement health plan for the years ended December 31, 2025, 2024 and 2023 were not material.
Assumptions
Weighted-average assumptions used to determine benefit obligations as of December 31 were as follows:
| Pension plans | Post-retirement health plan | |||||
|---|---|---|---|---|---|---|
| Percentages | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 |
| Discount rate | 4.20% | 3.47% | 3.47% | 5.21% | 5.48% | 4.94% |
| Rate of compensation increase | 3.49% | 3.48% | 3.47% | — | — | — |
Weighted-average assumptions used to determine net periodic benefit expense (income) for years ended December 31 were as follows:
| Pension plans | Post-retirement health plan | |||||
|---|---|---|---|---|---|---|
| Percentages | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 |
| Discount rate | 3.47% | 3.47% | 4.22% | 5.48% | 4.94% | 5.19% |
| Expected long-term return on plan assets | 2.62% | 2.71% | 2.73% | — | — | — |
| Rate of compensation increase | 3.48% | 3.47% | 3.49% | — | — | — |
Uncertainty in the securities markets and U.S. economy could result in investment returns less than those assumed. Should the securities markets decline or medical and prescription drug costs increase at a rate greater than assumed, we would expect increasing annual combined net pension and post-retirement health costs for the next several years. Should actual experience differ from actuarial assumptions, the projected pension benefit obligation and net pension cost and accumulated post-retirement benefit obligation and post-retirement benefit cost would be affected in future years.
Discount rates
The discount rate reflects the current rate at which the pension plan liabilities could be effectively settled at the end of the year based on our December 31 measurement date. The discount rates on our pension plans ranged from 1.25% to 4.91%,1.00% to 5.39% and 1.00% to 4.88% in 2025, 2024 and 2023, respectively. The discount rates are determined by matching high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans. There are no known or anticipated changes in our discount rate assumptions that will materially impact our pension expense in 2026.
Expected rates of return
The expected rates of return on our pension plan assets ranged from 0.50% to 3.25%,1.00% to 3.25% and 1.00% to 3.75% in 2025, 2024 and 2023, respectively. The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecasted economic conditions, our asset allocations, input from external consultants and broader longer-term market indices. Any difference in the expected rate and actual returns will be included with the actuarial gain or loss recorded in the fourth quarter when our plans are remeasured.
Cash flows
Contributions
Pension and other post-retirement plan contributions totaled $5.4 million and $4.7 million in 2025 and 2024, respectively. The Company expects to contribute $6.6 million to the plans in 2025.
Estimated future benefit payments
The following benefit payments, which reflect expected future service or payout from termination, as appropriate, are expected to be paid by the plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter are as follows:
| In millions | Pension plans | Post-retirement health plan |
|---|---|---|
| 2026 | $5.4 | $1.1 |
| 2027 | 6.4 | 1.1 |
| 2028 | 6.6 | 1.0 |
| 2029 | 6.8 | 1.0 |
| 2030 | 7.0 | 1.0 |
| 2031-2035 | 36.5 | 4.3 |
Savings plan
nVent is the plan sponsor of a 401(k) retirement plan (nVent Management Company Retirement Savings and Incentive Plan or "401(k) plan") and employee share ownership plan (nVent Electric plc Employee Stock Purchase and Bonus Plan). The 401(k) plan covers certain union and all non-union U.S. employees who met certain age requirements. Under the 401(k) plan, eligible U.S. employees could voluntarily contribute a percentage of their eligible compensation, and we match contributions made by employees who met certain eligibility and service requirements. The employer matching contributions are 100% of the first 5% of eligible compensation. Expense for the 401(k) plan was $15.9 million, $13.5 million, and $11.4 million in 2025, 2024 and 2023, respectively.
- Shareholders' Equity
Authorized shares
Our authorized share capital consists of 400.0 million ordinary shares with a par value of $0.01 per share.
Share repurchases
On May 14, 2021, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $300.0 million (the "2021 Authorization"). The 2021 Authorization expired on July 22, 2024.
On May 17, 2024, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2024 Authorization"). The 2024 Authorization began on July 23, 2024, following the expiration of the 2021 Authorization, and expires on July 22, 2027.
During the year ended December 31, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization. During the year ended December 31, 2024, we repurchased 1.5 million of our ordinary shares for $100.0 million under the 2024 Authorization and we didnot repurchase ordinary shares under the 2021 Authorization.
As of December 31, 2025, we had $146.9 million available for repurchases under the 2024 Authorization.
Dividends Payable
We paid dividends of $130.4 million, or $0.20 per ordinary share in each quarter of 2025, resulting in $0.80 for the year ended December 31, 2025. We paid dividends of $126.8 million, or $0.19 per ordinary share in each quarter of 2024, resulting in $0.76 for the year ended December 31, 2024.
On December 15, 2025, the Board of Directors declared a quarterly cash dividend of $0.21 that was paid on February 6, 2026 to shareholders of record at the close of business on January 23, 2026. The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $34.6 million and $33.9 million at December 31, 2025 and 2024, respectively.
On February 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share payable on May 8, 2026 to shareholders of record at the close of business on April 24, 2026.
- Segment Information
Our continuing operations are comprised oftwo reporting segments, based primarily on types of products offered and markets served:
Systems Protection—The Systems Protection segment provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings, switchgear systems and power distribution solutions help manage protect operating environments for mission critical applications in infrastructure, industrial and commercial verticals.
Electrical Connections—The Electrical Connections segment provides innovative solutions that connect power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our bus systems, cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across commercial and residential, infrastructure and industrial verticals.
"Enterprise and other" activity primarily consists of enterprise expenses not allocated to the segments, including certain executive office, board of directors, and centrally-managed enterprise functional or shared service costs related to finance, human resources, legal, supply chain, digital and corporate development. These activities do not meet the criteria for a stand-alone reporting segment under ASC 280.
The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. The Company's primary measure of segment profitability is reportable segment income. Reportable segment income represents operating income, which includes certain corporate overhead allocations, and is exclusive of intangible amortization, acquisition related costs, costs of restructuring activities, "mark-to-market" gain/loss for pension and other post-retirement plans, impairments and other unusual non-operating items.
nVent's chief operating decision maker ("CODM") is our chief executive officer. This presentation is consistent with how the CODM evaluates the results of operations and makes strategic decisions about the business. The CODM uses reportable segment income for purposes of evaluating performance, allocating resources, setting incentive compensation targets, as well as internal forecasting of future period financial results. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented.
Net sales and significant expense categories to arrive at our measure of segment profitability by reportable segment for the years ended December 31 were as follows:
| 2025 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Net sales | $2,592.9 | $1,300.2 | $3,893.1 |
| Cost of goods sold(1) | 1,686.5 | 721.0 | |
| Selling, general and administrative(1) | 320.1 | 184.8 | |
| Research and development(1) | 49.3 | 21.8 | |
| Reportable segment income | $537.0 | $372.6 | $909.6 |
| 2024 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Net sales | $1,823.3 | $1,182.8 | $3,006.1 |
| Cost of goods sold(1) | 1,143.4 | 637.1 | |
| Selling, general and administrative(1) | 239.1 | 167.5 | |
| Research and development(1) | 37.7 | 23.7 | |
| Reportable segment income | $403.1 | $354.5 | $757.6 |
| 2023 | |||
|---|---|---|---|
| In millions | Systems Protection | Electrical Connections | Total |
| Net sales | $1,605.9 | $1,063.0 | $2,668.9 |
| Cost of goods sold(1) | 1,011.6 | 549.5 | |
| Selling, general and administrative(1) | 218.0 | 163.1 | |
| Research and development(1) | 29.7 | 19.8 | |
| Reportable segment income | $346.6 | $330.6 | $677.2 |
(1)These costs exclude certain expenses reported in the Consolidated Statements of Operations and Comprehensive Income that are reflected in 'Enterprise and other', as well as the costs that are excluded from reportable segment income as discussed above.
One customer within our Systems Protection segment represented approximately 11% of consolidated net sales for the year ended December 31, 2025. No customer accounted for more than 10% of net sales in 2024 or 2023.
The following table presents a reconciliation of reportable segment income to consolidated income before income taxes for the years ended December 31:
| In millions | 2025 | 2024 | 2023 |
|---|---|---|---|
| Systems Protection | $537.0 | $403.1 | $346.6 |
| Electrical Connections | 372.6 | 354.5 | 330.6 |
| Reportable segment income | 909.6 | 757.6 | 677.2 |
| Enterprise and other | (123.8) | (105.6) | (110.6) |
| Impairment of equity investments | — | (8.8) | — |
| Restructuring and other | (7.5) | (7.5) | (3.9) |
| Intangible amortization | (147.1) | (94.7) | (69.5) |
| Pension and other post-retirement mark-to-market gain (loss) | 12.9 | 0.1 | (13.4) |
| Acquisition transaction and integration costs | (14.4) | (13.9) | (12.8) |
| Inventory step-up amortization | — | — | (17.7) |
| Gain on sale of investment | — | — | 10.3 |
| Interest expense, net | (75.0) | (106.0) | (79.4) |
| Other income (expense) | (4.7) | 8.0 | (4.9) |
| Income before income taxes | $550.0 | $429.2 | $375.3 |
| Identifiable assets(1) · Depreciation(2) | |||||
|---|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 | 2023 |
| Systems Protection | $3,342.2 | $2,129.3 | $31.9 | $25.7 | $22.4 |
| Electrical Connections | 3,281.0 | 3,154.7 | 24.1 | 21.8 | 16.3 |
| Total for reportable segments | 6,623.2 | 5,284.0 | 56.0 | 47.5 | 38.7 |
| Enterprise and other | 228.7 | 1,450.9 | 4.7 | 3.8 | 5.0 |
| Consolidated | $6,851.9 | $6,734.9 | $60.7 | $51.3 | $43.7 |
(1) Identifiable assets for 'Enterprise and other' includes total assets held for sale attributable to the Company's Thermal Management business of $1,276.1 million as of December 31, 2024. See Note 6 for further information on the Company's sale of the Thermal Management business.
(2) These amounts of depreciation disclosed by reportable segment are included within the significant expense categories above, such as cost of goods sold and selling, general and administrative expenses.
| Capital expenditures | |||
|---|---|---|---|
| In millions | 2025 | 2024 | 2023 |
| Systems Protection | $66.8 | $45.9 | $38.1 |
| Electrical Connections | 19.7 | 23.2 | 20.7 |
| Total for reportable segments | 86.5 | 69.1 | 58.8 |
| Enterprise and other | 6.8 | 4.9 | 6.8 |
| Consolidated | $93.3 | $74.0 | $65.6 |
- Share-Based Compensation
As of December 31, 2025, the Company had various share-based awards outstanding which were issued to executives and other eligible employees and directors. Awards with service conditions or both service and market conditions are expensed over the period during which an employee is required to provide service in exchange for the award. The Company estimates forfeitures as part of recording share-based compensation expense.
The Company’s long-term incentive program for awarding share-based compensation includes a combination of restricted stock, performance shares and stock options of the Company’s common stock pursuant to the nVent Electric plc 2018 Omnibus Incentive Plan (“2018 Omnibus Incentive Plan”). nVent's sole shareholder approved the 2018 Omnibus Incentive Plan in 2018. The Company's shareholders approved a subsequent amendment to increase the shares authorized for issuance under the 2018 Omnibus Incentive Plan in 2020. The 2018 Omnibus Incentive Plan authorizes the issuance of 18.5 million shares to settle awards. Our practice is to settle share-based awards by issuing new shares of common stock. Upon vesting, dividends that have accumulated during the vesting period are paid on earned awards.
Total share-based compensation expense for the years ended 2025, 2024 and 2023, was as follows:
| In millions | 2025 | 2024 | 2023 |
|---|---|---|---|
| Restricted stock units | $18.8 | $14.0 | $10.5 |
| Performance share units | 11.5 | 7.9 | 7.1 |
| Stock options | 7.2 | 5.4 | 4.2 |
| Total | $37.5 | $27.3 | $21.8 |
The total income tax benefit recognized for share-based compensation arrangements for continuing operations for the years ended December 31, 2025, 2024 and 2023 was $6.1 million, $8.1 million and $3.9 million, respectively.
Restricted stock units (RSUs)
Under the 2018 Omnibus Incentive Plan, the Company may award RSUs of our common stock to certain eligible employees and directors. RSUs generally vest one-third each year over a period ofthree years commencing on the grant date, subject to continuous employment and certain other conditions. The fair values of the RSUs are based on the closing price of the Company’s stock on the date of grant, and are expensed over the vesting period.
The following table summarizes restricted stock unit activity for the year ended December 31, 2025:
| Shares in millions | Number of shares | Weighted-average grant date fair value |
|---|---|---|
| Outstanding as of January 1, 2025 | 0.5 | $55.69 |
| Granted | 0.4 | 56.46 |
| Vested | (0.3) | 50.41 |
| Outstanding as of December 31, 2025 | 0.6 | 58.17 |
As of December 31, 2025, there was $15.8 million of unrecognized compensation expense related to RSUs granted, which is expected to be recognized over a weighted-average period of 2.3 years. The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $14.3 million, $11.9 million and $9.4 million, respectively.
Performance share units (“PSUs”)
Under the 2018 Omnibus Incentive Plan, the Company may award PSUs whose vesting is based on the satisfaction of a service period ofthree years and the achievement of certain performance metrics over that same period.
For PSU awards granted in 2025, 2024 and 2023, the awards vest based on the satisfaction of athree-year service period and total shareholder return (“TSR”) relative to the S&P 400 Industrials. Awards earned at the end of thethree-year vesting period range from 0% to 200% of the targeted number of PSUs granted based on the ranking of TSR of the Company, assuming reinvestment of all dividends, relative to the S&P 400 Industrials. Expense is recognized over the period during which an employee is required to provide service in exchange for the award, and is recognized irrespective of the market condition being achieved.
The grant-date fair value of PSUs with market conditions was determined based upon a lattice model. The principal assumptions used in the lattice model include the expected share price volatility of the Company and members of the defined peer group (based on the most recent three-year period as of the grant date) and the risk-free interest rate (an estimate based on the yield of the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award). A summary of the assumptions used in determining the fair value of these PSUs is as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Risk-free interest rate | 3.94% | 4.36% | 4.66% |
| Expected share price volatility | 39.9% | 43.0% | 51.5% |
| Grant-date fair value | $59.17 | $103.93 | $68.72 |
The following table summarizes PSU activity for the year ended December 31, 2025:
| Shares in millions | Number of shares | Weighted-average grant date fair value |
|---|---|---|
| Outstanding as of January 1, 2025 | 0.3 | $66.95 |
| Granted | 0.4 | 59.17 |
| Vested | (0.3) | 43.31 |
| Outstanding as of December 31, 2025 | 0.4 | 73.00 |
As of December 31, 2025, there was $6.1 million of unrecognized compensation expense related to performance share compensation arrangements granted under the 2018 Omnibus Incentive Plan. The expense is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of PSUs vested during the years ended December 31, 2025, 2024 and 2023 was $13.1 million, $14.2 million and $9.6 million, respectively.
Stock Options
Under the 2018 Omnibus Incentive Plan, the Company may grant stock options to any eligible employee with an exercise price equal to the market value of the shares on the dates the options were granted. Options generally vest one-third each year over a period ofthree years commencing on the grant date and expireten years after the grant date.
We estimated the fair value of each stock option award issued in the annual share-based compensation grant using a Black-Scholes option pricing model, modified for dividends, and using the following assumptions for the years ended December 31:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Risk-free interest rate | 4.33% | 4.06% | 3.77% |
| Expected dividend yield | 1.16% | 1.27% | 1.73% |
| Expected share price volatility | 37.6% | 37.1% | 36.6% |
| Expected term (years) | 6.1 | 6.8 | 6.5 |
| Weighted-average grant-date fair value for options granted during the year | $22.05 | $27.16 | $16.56 |
These estimates require us to make assumptions based on historical results, observance of trends in our share price, changes in option exercise behaviors, future expectations and other relevant factors. If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected.
We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered historical volatilities of peer companies over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.
The following table summarizes stock option activity for the year ended December 31, 2025:
| Shares and intrinsic value in millions | Number of shares | Weighted-average exercise price | Weighted-average remaining contractual life (years) | Aggregate intrinsic Value |
|---|---|---|---|---|
| Outstanding as of January 1, 2025 | 3.2 | $30.64 | ||
| Granted | 0.3 | 56.35 | ||
| Exercised | (1.1) | 25.40 | ||
| Outstanding as of December 31, 2025 | 2.4 | 36.30 | ||
| Options exercisable as of December 31, 2025 | 1.9 | 29.93 | 4.4 | $134.1 |
| Options expected to vest as of December 31, 2025 | 0.5 | 58.16 | 8.5 | 23.5 |
As of December 31, 2025, there was $3.1 million of unrecognized compensation cost related to non-vested options expected to be recognized over a weighted-average period of 2.0 years. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024 and 2023 was $71.6 million, $51.7 million and $10.4 million, respectively.
Cash received from option exercised for the years ended December 31, 2025, 2024 and 2023 was $28.8 million, $20.4 million and $10.8 million, respectively. The actual tax benefit realized for the tax deductions from options exercised for continuing operations totaled $2.4 million, $3.4 million and $1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
- Leases
We have operating leases for office space, production facilities, distribution centers, warehouses, sales offices, fleet vehicles and equipment. We also have finance leases for production facilities and equipment. In accordance with our accounting policy, leases with an initial term of 12 months or less are not recognized on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. We elected the practical expedient for all leases to include both lease and non-lease components within our lease assets and lease liabilities.
Our lease agreements do not contain any material residual value guarantees, any material bargain purchase options or material restrictive covenants. We have no material sublease arrangements with third parties or lease transactions with related parties.
Costs associated with short-term leases, variable rent and subleases were immaterial.
Our leases have remaining lease terms of one toeighteen years, some of which include renewal options. Renewal options that are reasonably certain to be exercised are included in the lease term. The incremental borrowing rate is used in determining the present value of lease payments, unless an implicit rate is specified. Incremental borrowing rates on a collateralized basis are determined based on the economic environment in which leases are denominated and the lease term.
The weighted-average remaining lease term and weighted-average discount rate were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Weighted-average remaining lease term: | ||
| Operating leases | 6 years | 5 years |
| Finance leases | 11 years | 12 years |
| Weighted-average discount rate: | ||
| Operating leases | 5.3% | 5.1% |
| Finance leases | 6.0% | 6.0% |
Lease expense for the years ended December 31 were as follows:
| In millions | 2025 | 2024 | 2023 |
|---|---|---|---|
| Operating lease expense | $31.1 | $26.3 | $24.5 |
| Finance lease expense: | |||
| Amortization of right-of-use assets | $1.0 | $0.5 | $— |
| Interest on lease liabilities | 1.1 | 0.5 | — |
| Total finance lease expense | $2.1 | $1.0 | $— |
Maturities of lease liabilities as of December 31, 2025 were as follows:
| In millions | Operating lease obligations | Finance lease obligations |
|---|---|---|
| 2026 | $39.4 | $1.5 |
| 2027 | 35.1 | 1.5 |
| 2028 | 27.1 | 1.5 |
| 2029 | 19.0 | 1.5 |
| 2030 | 15.5 | 1.5 |
| Thereafter | 29.0 | 21.9 |
| Total lease payments | 165.1 | 29.4 |
| Less imputed interest | (29.8) | (11.6) |
| Total reported lease liability | $135.3 | $17.8 |
Supplemental cash flow information and other information related to leases for the years ended December 31 was as follows:
| In millions | 2025 | 2024 |
|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating leases | $30.5 | $25.5 |
| Financing leases | 1.4 | 0.6 |
| Lease right-of-use assets obtained in exchange for new lease liabilities: | ||
| Operating leases | $49.7 | $29.7 |
| Financing leases | 0.3 | 18.2 |
Supplemental balance sheet information related to leases as of December 31 was as follows:
| In millions | Classification | 2025 | 2024 |
|---|---|---|---|
| Operating Leases | |||
| Lease right-of-use assets | Other non-current assets | $128.6 | $107.2 |
| Current lease liabilities | Other current liabilities | $30.3 | $22.4 |
| Non-current lease liabilities | Other non-current liabilities | 105.0 | 90.7 |
| Total lease liabilities | $135.3 | $113.1 | |
| Finance Leases | |||
| Lease right-of-use assets | Other non-current assets | $16.9 | $17.7 |
| Current lease liabilities | Other current liabilities | $0.4 | $0.4 |
| Non-current lease liabilities | Other non-current liabilities | 17.4 | 17.6 |
| Total lease liabilities | $17.8 | $18.0 | |
- Commitments and Contingencies
Warranties and guarantees
In connection with the disposition of our businesses or product lines, we may agree to indemnify purchasers for various potential liabilities relating to the sold business, such as pre-closing tax, product liability, warranty, environmental, or other obligations. The subject matter, amounts and duration of any such indemnification obligations vary for each type of liability indemnified and may vary widely from transaction to transaction.
Generally, the maximum obligation under such indemnifications is not explicitly stated and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows.
We recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.
We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant. Our liability for service and product warranties as of December 31, 2025 and 2024 was not material.
Stand-by letters of credit, bank guarantees and bonds
In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.
As of December 31, 2025 and 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $75.7 million and $10.7 million, respectively.
Other matters
We are subject to disputes, administrative proceedings and other claims arising out of the normal conduct of our business. These matters generally relate to disputes arising out of the use or installation of our products, product liability litigation, personal injury claims, commercial and contract disputes and employment related matters. On the basis of information currently available, management does not believe that existing proceedings and claims will have a material impact on our consolidated financial statements. However, litigation is unpredictable, and we could incur judgments or enter into settlements for current or future claims that could adversely affect our financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.