HUBBELL INC

Previous wording

Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end market applications. We provide utility and electrical solutions that enable our customers to operate critical infrastructure reliably and efficiently, and we empower and energize communities through innovative solutions supporting energy infrastructure In Front of the Meter, on The Edge, and Behind the Meter. In Front of the Meter is where utilities transmit and distribute energy to their customers. The Edge connects utilities with owner and operators and allows energy and data to be distributed back and forth. Behind the Meter is where owners and operators of buildings and other critical infrastructure consume energy. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Australia, Spain, Ireland and the Republic of the Philippines. The Company also participates in joint ventures in Hong Kong and the Republic of the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East. The Company employed approximately 17,600 individuals worldwide as of September 30, 2025.

Current wording

Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end market applications. We provide utility and electrical solutions that enable our customers to operate critical infrastructure reliably and efficiently, and we empower and energize communities through innovative solutions supporting energy infrastructure In Front of the Meter, on The Edge, and Behind the Meter. In Front of the Meter is where utilities transmit and distribute energy to their customers. The Edge connects utilities with owner/ operators and allows energy and data to be distributed back and forth. Behind the Meter is where owners and operators of buildings, and other critical infrastructure consume energy. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Australia, Spain, and the Republic of the Philippines. The Company also participates in joint ventures in Hong Kong and the Republic of the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East. The Company employed approximately 18,200 individuals worldwide as of March 31, 2026.

Previous wording

Results for the nine months ended September 30, 2025 by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

Current wording

Results for the three months ended March 31, 2026 by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

Previous wording

Our strategy to complement organic revenue growth with acquisitions is focused on acquiring assets that extend our capabilities, expand our product offerings, and present opportunities to compete in core, adjacent or complementary markets. Our acquisition strategy also provides the opportunity to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.

Current wording

Our strategy to complement organic revenue growth with acquisitions is focused on acquiring assets that extend our capabilities, expand our product offerings, and present opportunities to compete in core, adjacent or complementary markets. We believe our acquisition strategy also provides the opportunity to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.

Previous wording

Our strategy to deliver products through a competitive cost structure has resulted in past and ongoing restructuring and related activities. Our restructuring and related efforts include the consolidation of manufacturing and distribution facilities, and workforce actions, as well as streamlining and consolidating our back-office functions. The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure, and the effectiveness and efficiency of our workforce.

Current wording

Our strategy to deliver products through a competitive cost structure has resulted in an ongoing program of restructuring and related activities. Our restructuring and related efforts include the consolidation of manufacturing and distribution facilities, and workforce actions, as well as streamlining and consolidating our back-office functions. The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure, and effectiveness and the efficiency of our workforce.

Previous wording

Our sales are also subject to market conditions that may cause customer demand for our products to be volatile. Product demand can be affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors. Since early 2021, we have experienced significant inflationary pressure across much of our business. As a result, we have taken various pricing actions to cover the higher costs and to protect our profitability. Although inflation has moderated since its high point in 2022, we expect inflation to remain a factor for the foreseeable future and we expect to continue to take these pricing actions subject to demand and market conditions. Accordingly, there can be no assurance that we will be able to maintain our margins in response to further changes in inflationary pressures. In addition, macroeconomic effects such as increases in interest rates and other measures taken by central banks and other policy makers could have a negative effect on overall economic activity which could reduce our customers’ demand for our products, and cause the continuation of relatively high market interest rates that increase our borrowing costs.

Current wording

Our sales are subject to market conditions that may cause customer demand for our products to be volatile. Product demand can be affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors. Although inflation has generally moderated since its high point in 2022, we continue to be affected by ongoing inflationary pressures. We could also be affected by additional inflationary pressures resulting from energy market and other disruptive conditions resulting from ongoing hostilities in the Middle East. Accordingly, there can be no assurance that we will be able to maintain our margins in response to further changes in inflationary pressures.

Previous wording

The following is a discussion and analysis of our business, financial condition and results of operations as of and for thethree and nine months ended September 30, 2025 and 2024. This discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q (the“Condensed Financial Statements”), and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Current wording

The following is a discussion and analysis of our business, financial condition and results of operations as of and for the three months ended March 31, 2026 and 2025. This discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q (the“Condensed Financial Statements”), and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Previous wording

Third quarter 2025 Net sales were$1,502.4 million and increased by 4.1%, driven by an increase in organic sales volume of 3.2%, primarily due to favorable price realization and an increase from acquisitions of 0.8% from the net sales contributed by Ventev and Nicor.

Current wording

First quarter 2026 net sales were$1,516.7 million and increased by 11.1%, driven by an 8.2% increase in organic sales due to favorable price realization and higher volume. Acquisitions contributed to a 2.3% increase in sales, driven by the acquisition of DMC and Nicor in the second half of 2025, while the impact of foreign exchange was a 0.6% increase.

Previous wording

Operating margin in the third quarter of 2025 expanded by 30 basis points to 22.0%. Adjusted operating margin, which excludes amortization of acquisition-related intangibles and transaction, integration and separation costs, was 23.9% andincreased by 10 basis points. Margin expansion in the quarter was primarily driven by benefits from operational productivity and favorable price realization, partially offset by margin contraction driven by continued material and other cost inflation, including tariff expense. See further discussion within Segment Results below.

Current wording

Operating margin in the first quarter of 2026 expanded by 50 basis points to 17.4% and includes the effect of amortization of acquisition-related intangibles and transaction, integration and separation costs. Adjusted operating margin, which excludes amortization of acquisition-related intangibles and transaction, integration and separation costs, was 19.8% and expanded by 110 basis points. That result includes margin expansion in the quarter, primarily driven by favorable price realization, and benefits from operational productivity and higher unit volume, that was partially offset by margin contraction from material and other cost inflation, including tariff expense. See the further discussion within Segment Results below.

Previous wording

In the following discussion of results of operations, we refer to “adjusted” operating measures. We believe those adjusted measures, which exclude the impact of certain costs, gains and losses, may provide investors with useful information regarding our underlying performance from period to period and allow investors to understand our results of operations without regard to items that, in management's judgement, significantly affect the comparability of operating results, or are not considered to be components of our core operating performance.

Current wording

In the following discussion of results of operations, we refer to “adjusted” operating measures. We believe those adjusted measures, which exclude the impact of certain costs, gains and losses, may provide investors with useful information regarding our underlying performance from period to period and allow investors to understand our results of operations without regard to items that, in management's judgment, significantly affect the comparability of operating results, or we do not consider a component of our core operating performance.

Previous wording

The acquisition and integration of DMC Power will result in significant transaction and integration costs, and the acquisitions and dispositions completed by the company in the fourth quarter of 2023 resulted in a significant increase in transaction, integration and separation costs. As a result, we believe excluding such costs relating to these transactions provides useful and more comparable information for investors to better assess our operating performance from period to period.

Current wording

The acquisition and integration of DMC Power resulted in significant transaction and integration costs, and the acquisitions and disposition completed by the Company in the fourth quarter of 2023 resulted in a significant increase in transaction, integration and separation costs. As a result, we believe excluding such costs relating to these transactions provides useful and more comparable information for investors to better assess our operating performance from period to period.

Previous wording

Adjusted operating measures exclude amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions. The intangible assets associated with our business acquisitions arise from the allocation of the purchase price using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations.” These assets consist primarily of customer relationships, developed technology, trademarks and tradenames, and patents, as reported in Note 7 – Goodwill and Other Intangible Assets, under the heading “Total Definite-Lived Intangibles,” within the Company’s audited consolidated financial statements set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Current wording

Adjusted operating measures also exclude non-cash amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions. The intangible assets associated with our business acquisitions arise from the allocation of the purchase price using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations.” These assets consist primarily of customer relationships, developed technology, trademarks and tradenames, and patents, as reported in Note 6 – Goodwill and Other Intangible Assets, under the heading “Total Definite-Lived Intangibles,” within the Company’s audited Consolidated Financial Statements set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Previous wording

Adjusted results also excluded the income tax effects of the above adjustments which are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.

Current wording

Adjusted results also exclude the income tax effects of the above adjustments which are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.

Previous wording

There are limitations to the use of non-GAAP measures. Non-GAAP measures do not present complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported GAAP financial results, and should be viewed in conjunction with the most comparable GAAP financial measures and the provided reconciliations thereto. We believe, however, that these non-GAAP financial measures, when viewed together with our GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

Current wording

There are limitations to the use of non-GAAP measures. Non-GAAP measures do not present complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported GAAP financial results, and should be viewed in conjunction with the most comparable GAAP financial measures and the provided reconciliations thereto. We believe, however, that these non-GAAP financial measures, when viewed together with our GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our condensed consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

Previous wording

Net sales of $1,502.4 million in the third quarter of 2025 increased by $59.8 million compared to the third quarter of 2024. Organic net sales increased by 3.2% driven by a mid single digit percentage increase in price realization, while volumes were down low single digits. Acquisitions contributed an 0.8% increase to Net sales, while foreign exchange resulted in a 0.1% increase in Net sales. These changes are discussed in more detail in the Segment Results section below.

Current wording

Net sales of $1,516.7 million in the first quarter of 2026 increased by $151.5 million compared to the first quarter of 2025. Organic net sales increased by 8.2% driven by a mid single digit percentage increase in price and a mid single digit increase in volumes. Net sales increased 2.3% due to acquisitions, while foreign exchange resulted in a 0.6% increase in net sales. These changes are discussed in more detail in the Segment Results section below.

Previous wording

As a percentage of Net sales, cost of goods sold decreased by 160 basis points to 64.6% in the first nine months of 2025, resulting in gross profit margin expanding to 35.4%. Approximately five percentage points of gross profit margin expansion was driven by improved operational productivity, favorable price and lower acquisition-related intangible asset amortization, partially offset by three percentage points of gross profit margin contraction due to material and other cost inflation, including tariff expense and lower volume.

Current wording

As a percentage of Net sales, cost of goods sold decreased by 90 basis points to 66.7% in the first quarter of 2026, resulting in gross profit margin expanding to 33.3%. Approximately seven percentage points of gross profit margin expansion were driven by favorable price realization, improved operational productivity and higher volume, partially offset by six percentage points of gross profit margin contraction due to material and other cost inflation, including tariff expense and higher intangible amortization expense.

Previous wording

S&A expense in the third quarter of 2025 was $213.7 million and increased by $20.4 million or 10.6% compared to the prior year period. This increase was primarily driven by higher acquisition-related intangible asset amortization, higher professional service costs and higher restructuring costs in the current year compared to the prior year. S&A expense as a percentage of Net sales was 14.2% in the third quarter of 2025, compared to 13.4% in the third quarter of 2024.

Current wording

S&A expense in the first quarter of 2026 was $241.5 million and increased by $29.3 million or 13.8% compared to the prior year period. This increase was driven by higher acquisition-related intangible amortization expense, higher transaction and integration costs and the selling and administration expense added by our 2025 acquisitions, as well as higher employee compensation and benefits, in the current year compared to the prior year period. S&A expense as a percentage of Net sales was 15.9% in the first quarter of 2026, compared to 15.5% in the first quarter of 2025.

Previous wording

Net income attributable to Hubbell Incorporated was $255.5 million in the third quarter of 2025 and increased by 13.0% as compared to the same period of the prior year, reflecting the factors described above. As a result, earnings per diluted share in the third quarter of 2025 increased by 14% as compared to the third quarter of 2024. Adjusted net income attributable to Hubbell Incorporated, which excludes amortization of acquisition-related intangible assets and transaction, integration and separation costs for both periods was $276.6 million in the third quarter of 2025 and increased by 10.8% as compared to the third quarter of 2024.

Current wording

Net income attributable to Hubbell Incorporated was $181.8 million in the first quarter of 2026 and increased 11.4% as compared to the same period of the prior year, reflecting the factors described above. As a result, earnings per diluted share in the first quarter of 2026 increased 12.5% as compared to the first quarter of 2025. Adjusted net income attributable to Hubbell Incorporated, which excludes amortization of acquisition-related intangible assets and transaction, integration & separation costs for both periods, was $209.9 million in the first quarter of 2026 and increased by 15.1% as compared to the first quarter of 2025.

Previous wording

Net sales in the Electrical Solutions segment in the third quarter of 2025 were $558.6 million and increased by $49.1 million, or 9.6%, as compared to the third quarter of 2024. That increase includes 8.3% growth in organic net sales, and a 1.1% increase due to acquisitions. The increase in organic net sales was driven by a mid single digit percentage increase in price realization, and a low single digit increase in unit volumes.

Current wording

Net sales in the Utility Solutions segment in the first quarter of 2026 were $948.9 million, and increased by $91.8 million, or 10.7%, as compared to the first quarter of 2025. That increase was driven by a 6.8% increase in organic net sales, a 3.5% increase due to acquisitions and a 0.4% increase due to foreign exchange. The increase in organic net sales was driven by a mid single digit percentage increase in price realization and a low single digit increase in unit volume. Strong substation, transmission and distribution markets drove volume growth in the quarter, which was partially offset by a decrease in volume within Grid Automation products from weak advanced metering infrastructure and meter project activity compared to the prior year.

Previous wording

Operating income in the Utility Solutions segment for the first nine months of 2025 was $588.3 million, an increase of 4.3% compared to the first nine months of 2024. Operating margin increased by 100 basis points to 21.5% in the first nine months of 2025, and includes the effect of lower amortization of acqusition-related intangible assets and transaction, integration and separation costs. Excluding amortization of acquisition-related intangible assets and transaction, integration and separation costs, the adjusted operating margin increased by 10 basis points to 23.8%. That increase includes approximately four percentage points of margin expansion from favorable price realization, improved operational productivity, higher restructuring and related savings and beneficial business mix. Those factors were partially offset by slightly less than four percentage points of margin contraction due to material and other cost inflation, including tariff expense.

Current wording

Operating income in the Utility Solutions segment for the first quarter of 2026 was $175.1 million, an increase of 16.1% compared to the first quarter of 2025. Operating margin increased by 90 basis points to 18.5% in the first quarter of 2026. Excluding amortization of acquisition-related intangible assets and transaction, integration & separation costs, the adjusted operating margin increased by 190 basis points to 21.8%. That increase includes approximately six percentage points of margin expansion due to favorable price realization, improved operational productivity, higher unit volumes and the impact of acquisitions. Those increases were partially offset by four percentage points of margin contraction due to material and other cost inflation, including tariff expense.

Previous wording

Net sales in the Electrical Solutions segment in the first nine months of 2025 were$1,615.5 million and increased by$74.9 million, or 4.9%, as compared to the first nine months of 2024. That increase includes 5.5% growth in organic net sales, which was partially offset by a 0.4% decline in net sales resulting from divestitures net of acquisitions and a 0.2% decline due to foreign currency exchange. The increase in organic net sales was driven by a low single digit percentage increase in unit volumes and a low single digit percentage increase in price realization. Volume growth in the first nine months of 2025 was driven primarily by strength in the datacenter market, while broader industrial markets were steady and residential markets were softer.

Current wording

Net sales in the Electrical Solutions segment in the first quarter of 2026 were $567.8 million and increased by $59.7 million, or 11.8%, as compared to the first quarter of 2025. That increase includes 10.6% growth in organic net sales, a 0.9% increase due to foreign exchange and a 0.3% increase due to acquisitions. The increase in organic net sales was driven by a high single digit percentage increase due to price realization and a mid single digit percentage increase in unit volume. Volume growth in the first quarter of 2026 was driven primarily by strength in the datacenter and light industrial markets, partially offset by softness in the heavy industrial markets.

Previous wording

Operating income in the Electrical Solutions segment for the third quarter of 2025 was $111.3 million and increased by 19.0% compared to the third quarter of 2024, while operating margin in the third quarter of 2025 expanded by 150 basis points to 19.9%. Excluding amortization of acquisition-related intangibles in both 2025 and 2024 and transaction, integration and separation costs in 2024, the adjusted operating margin expanded by 140 basis points to 20.8%. The increase in operating margin was primarily due to approximately seven percentage points of margin expansion from favorable price realization, operational productivity and higher unit volumes. Those factors were partially offset by approximately five percentage points of margin contraction driven by higher material and other cost inflation, including tariff expense and higher restructuring investments.

Current wording

Operating income in the Electrical Solutions segment for the first quarter of 2026 was $88.7 million and increased by 11.4% compared to the first quarter of 2025, while operating margin in the first quarter of 2026 contracted by 10 basis points to 15.6%. Excluding amortization of acquisition-related intangibles and transaction, integration and separation costs, the adjusted operating margin contracted by 30 basis points to 16.4%. The decrease in operating margin was primarily due to approximately ten percentage points of margin contraction driven by higher material and other cost inflation, including tariff expense and higher restructuring investment. Those factors were partially offset by approximately ten percentage points of margin expansion due to higher price, improved operational productivity and favorable price realization.

Previous wording

Cash provided by operating activities for the nine months ended September 30, 2025 was$582.3 million compared to cash provided by operating activities of $558.8 million for the same period in 2024. The increase in cash provided by operations is due to higher net income and a lower use of cash for incentive payments in the first nine months of 2025 compared to the same period of the prior year. Those factors were partially offset by an increase in working capital, primarily within accounts receivable driven by higher sales volume, lower depreciation and amortization expense, and a $20.0 million contribution to our pension plan in 2025.

Current wording

Cash provided by operating activities for the three months ended March 31, 2026 was$86.6 million compared to cash provided by operating activities of $37.4 million for the same period in 2025. The increase in cash provided by operations is driven by higher net income on the increase in quarter over quarter operating results, higher non-cash depreciation and amortization expense in the first three months of 2026, and an increase of $20 million due to the timing of annual pension plan contributions.

Previous wording

Cash used by investing activities was $215.4 million in the nine months ended September 30, 2025 compared to cash provided of $20.0 million during the comparable period in 2024. This change was driven by $129.1 million of cash used in 2025 to acquire Ventev and Nicor, and $122.9 million of cash proceeds in the first quarter of 2024 from the disposition of our residential lighting business.

Current wording

Cash used by investing activities was $41.3 million in the three months ended March 31, 2026 compared to cash used of $99.3 million during the comparable period in 2025. This change was driven by approximately $73 million of cash used in the first quarter of 2025 to acquire Ventev, partially offset by a $14.6 million increase in capital expenditures in the first quarter of 2026 compared to 2025.

Previous wording

Cash used by financing activities was $42.6 million in the nine months ended September 30, 2025 as compared to cash used of $476.4 million in the comparable period of 2024. The decrease in cash used by financing activities primarily reflects an increase in borrowings in 2025, including an approximately $225 million increase in a commercial paper borrowing in September 2025 to fund a portion of the DMC Power purchase price in the fourth quarter, as well as higher payments against term loan borrowings in 2024 and a $195.0 million increase in share repurchases in the first nine months of 2025 compared to the prior year period.

Current wording

Cash used by financing activities was $23.4 million in the three months ended March 31, 2026 as compared to cash provided of $75.0 million in the comparable period of 2025. The increase in cash used by financing activities primarily reflects lower proceeds from net borrowings and a $42.5 million increase in share repurchases in the first three months of 2026 compared to the same prior year period.

Previous wording

The favorable impact of foreign currency exchange rates on cash was $13.0 million for the nine months ended September 30, 2025 and the change compared to prior year is primarily related to the U.S. Dollar weakening against the Brazilian Real, British Pound, and Mexican Peso.

Current wording

The unfavorable impact of foreign currency exchange rates on cash was $2.7 million for the three months ended March 31, 2026 and the change compared to prior year is primarily related to the U.S. Dollar strengthening against the British Pound and Canadian Dollar.

Previous wording

We invested $96.4 million in capital expenditures on automation and productivity initiatives in the first nine months of 2025, and we also continue to invest in restructuring and related programs to maintain a competitive cost structure, to drive operational efficiencies and to mitigate the impact of rising material costs and administrative cost inflation. We expect our investments in restructuring and related activities to continue through the remainder of 2025 as we continue to invest in previously initiated actions and initiate further footprint consolidation, and other cost reduction initiatives.

Current wording

During the first quarter of 2026, we invested $40.6 million in capital expenditures on capacity expansion, automation, productivity initiatives and maintenance, and we also continue to invest in restructuring and related programs to maintain a competitive cost structure, to drive operational efficiencies and to mitigate the impact of rising material costs and administrative cost inflation. We expect investments in restructuring and related activities to continue in 2026 as we continue to invest in previously initiated actions and initiatives, further footprint consolidation, and other cost reduction initiatives.

Previous wording

The table below presents the restructuring and related costs incurred in the first nine months of 2025, additional expected costs, and the expected completion date of restructuring actions that have been initiated as of September 30, 2025 and in prior years (in millions):

Current wording

The table below presents the restructuring and related costs incurred in the first three months of 2026, additional expected costs, and the expected completion date of restructuring actions that have been initiated as of March 31, 2026 and in prior years (in millions):

Previous wording

On October 21, 2022, our Board of Directors approved a share repurchase program (the “2022 Program”) that authorized the repurchase of up to $300 million of common stock, which expired on October 21, 2025. At September 30, 2025, our remaining share repurchase authorization under the 2022 Program was $35.0 million. On February 12, 2025, our Board of Directors approved a new stock repurchase program (the “2025 Program”) that authorized the repurchase of up to $500.0 million of common stock and expires in February 2028. When combined with the $35.0 million of remaining share repurchase authorization under the 2022 Program, we had a total outstanding share repurchase authorization of approximately $535.0 million at September 30, 2025. Subject to numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market or privately negotiated transactions, which may include repurchases under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

Current wording

On February 12, 2025, the Board of Directors approved a stock repurchase program (the “2025 Program”) that authorizes the repurchase of up to $500.0 million of common stock and expires in February 2028. In the first quarter of 2026 the Company repurchased $172.5 million of shares, for which $167.5 million of those repurchases had cash-settled by quarter end. At March 31, 2026, our remaining share repurchase authorization was $327.5 million. Subject to numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market or privately negotiated transactions, which may include repurchases under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

Previous wording

At September 30, 2025 and December 31, 2024, the Company had $1,044.8 million and $1,442.7 million, respectively, of long-term debt outstanding, net of the unamortized balance of capitalized debt issuance costs. At September 30, 2025, the Company also had $399.7 million of long-term debt maturing within the next 12 months relating to the 2026 Notes described below, which is classified within short-term debt in the Condensed Consolidated Balance Sheets.

Current wording

At March 31, 2026 and December 31, 2025, the Company had $2,037.0 million and $2,036.3 million, respectively, of long-term debt outstanding, net of the unamortized balance of capitalized debt issuance costs. At March 31, 2026, the Company had no long-term debt with maturities due within the next 12 months.

Previous wording

On October 1, 2025, the Company borrowed $600 million under the Term Loan Agreement (the "Loans") to pay a portion of the purchase price. The Loans were made in a single borrowing and will be due and payable on September 29, 2028. The Loans bear interest based on the Term SOFR Rate (as defined in the Term Loan Agreement), plus an applicable interest addition based on Hubbell's credit ratings. Hubbell also paid the lenders certain customary fees under the Term Loan Agreement. There were no amounts outstanding under the Term Loan as of September 30, 2025.

Current wording

On September 29, 2025, the Company entered into a Term Loan Agreement (the "2025 Term Loan Agreement") with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent. On October 1, 2025, the Company borrowed $600 million under the 2025 Term Loan Agreement (the "2025 Term Loan") on an unsecured basis to finance the majority of the purchase price of the DMC Power acquisition. The 2025 Term Loan was made in a single borrowing and will be due and payable on September 29, 2028. The 2025 Term Loan bears interest based on the Term SOFR Rate (as defined in the 2025 Term Loan Agreement), plus an applicable interest addition based on Hubbell's credit ratings. The interest rate on the 2025 Term Loan as of March 31, 2026 was 4.66%. Hubbell also paid to the lenders certain customary fees in connection with the 2025 Term Loan Agreement.

Previous wording

The Term Loan Agreement contains representations and warranties and affirmative and negative covenants customary for unsecured financing of this type, as well as a financial covenant requiring that, as of the last day of each fiscal quarter, the ratio of total indebtedness to total capitalization shall not be greater than 65%. The Company was in compliance with this covenant as of September 30, 2025.

Current wording

The 2025 Term Loan Agreement contains representations and warranties and affirmative and negative covenants customary for an unsecured financing of this type, as well as a financial covenant requiring that, as of the last day of each fiscal quarter, the ratio of total indebtedness to total capitalization shall not be greater than 65%. The Company was in compliance with this covenant as of March 31, 2026.

Previous wording

Commitments under the Revolving Credit Agreement may be conditionally increased to an aggregate amount not to exceed $1.5 billion. The Revolving Credit Agreement includes a $50.0 million sub-limit for the issuance of letters of credit. The sum of the dollar amount of loans and letters of credits to the Foreign Subsidiary Borrowers under the Revolving Credit Agreement may not exceed $100.0 million.

Current wording

Commitments under the Revolving Credit Agreement may be conditionally increased to an aggregate amount not to exceed $1.5 billion. The Revolving Credit Agreement includes a $50.0 million sub-limit for the issuance of letters of credit. The sum of the dollar amount of loans and letters of credit to the Foreign Subsidiary Borrowers under the Revolving Credit Agreement may not exceed $100.0 million.

Previous wording

At both September 30, 2025 and December 31, 2024, the Company had outstanding unsecured, senior notes (the “Notes”) in principal amounts of $400 million due in 2026 (the "2026 Notes"), $300 million due in 2027, $450 million due in 2028 and $300 million due in 2031.

Current wording

At both March 31, 2026 and December 31, 2025, the Company had outstanding unsecured, senior notes (the “Notes”) in principal amounts of $300 million due in 2027, $450 million due in 2028, $300 million due in 2031, and $400 million due in 2035.

Previous wording

The carrying value of the Notes, net of unamortized discount and the unamortized balance of capitalized debt issuance costs, including $399.7 million relating to the 2026 Notes classified as current, was $1,445.5 million and $1,442.7 million at September 30, 2025 and December 31, 2024, respectively.

Current wording

The carrying value of the Notes, net of unamortized discount and the unamortized balance of capitalized debt issuance costs, was $1,438.0 million and $1,437.4 million at March 31, 2026 and December 31, 2025, respectively.

Previous wording

The Company had $951.5 million and $125.4 million of short-term debt and current portion of long-term debt outstanding at September 30, 2025 and December 31, 2024, respectively, composed of the following:

Current wording

The Company had $536.0 million and $289.1 million of short-term debt at March 31, 2026 and December 31, 2025, respectively, composed of the following:

Previous wording

•$550.0 million of commercial paper borrowings outstanding at September 30, 2025, and $123.0 million of commercial paper borrowings outstanding at December 31, 2024. The increase in commercial paper during the first nine months of 2025 was used for the repurchase of $225.0 million of treasury stock and to partially fund the acquisition of Ventev, Nicor and DMC Power.

Current wording

•$534.0 million of commercial paper borrowings outstanding at March 31, 2026, and $287.0 million of commercial paper borrowings outstanding at December 31, 2025.

Previous wording

•$1.8 million and $2.4 million of other short term debt outstanding at September 30, 2025 and December 31, 2024, respectively, which consisted of borrowings outstanding under our commercial card program.

Current wording

•$2.0 million and $2.1 million of other short term debt outstanding at March 31, 2026 and December 31, 2025, respectively, which consisted of amounts outstanding under our commercial card program.

Previous wording

We measure liquidity on the basis of our ability to meet short-term and long-term operational funding needs, to fund additional investments in our business, including acquisitions, and to make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividend payments, stock repurchases, access to bank lines of credit and our ability to attract long-term capital with satisfactory terms. In the first nine months of 2025, we returned capital to our shareholders by paying $211.1 million of dividends on our common stock and using $225.0 million of cash for share repurchases.

Current wording

We measure liquidity on the basis of our ability to meet short-term and long-term operational funding needs, to fund additional investments in our business, including acquisitions, and to make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividend payments, stock repurchases, access to bank lines of credit and our ability to attract long-term capital with satisfactory terms. In the first three months of 2026, we returned capital to our shareholders by paying $75.4 million of dividends on our common stock and using $167.5 million of cash for share repurchases.

Previous wording

Our sources of funds and available resources to meet our funding needs are as follows:

Current wording

Our sources of funds and available resources to meet these funding needs are as follows:

Previous wording

◦Cash flows from operating activities and existing cash resources: In addition to cash flows from operating activities, we also had $666.8 million of cash and cash equivalents at September 30, 2025, of which approximately 43% was held inside the United States and the remainder held internationally.

Current wording

◦Cash flows from operating activities and existing cash resources: In addition to cash flows from operating activities, we also had $501.6 million of cash and cash equivalents at March 31, 2026, of which approximately 16% was held inside the United States and the remainder held internationally.