nVent Electric plc

Previous wording

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 72% and 28% of total revenues during the first three months of 2026, respectively.

Current wording

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 72% and 28% of total revenues during the first six months of 2026, respectively.

Previous wording

On January 30, 2025, we completed the sale of 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 $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented.

Current wording

On January 30, 2025, we completed the sale of 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, for $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented.

Previous wording

The following trends and uncertainties affected our financial performance in 2025 and the first three months of 2026 and will likely impact our results in the future:

Current wording

The following trends and uncertainties affected our financial performance in 2025 and the first six months of 2026 and will likely impact our results in the future:

Previous wording

•During 2025 and the first three months of 2026, we experienced general inflationary increases, including the impacts related to tariffs, primarily related to raw materials, labor and transportation costs. We may experience increased supply chain challenges, inflationary cost increases and economic uncertainty due to the rapid changes in global trade policies. We have taken pricing actions, and may take additional pricing actions going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that have helped, and could continue to help, offset expected cost increases. The potential impact of inflationary increases, including impacts related to tariffs, remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue throughout 2026 and beyond, which could negatively impact our results of operations.

Current wording

•During 2025 and the first six months of 2026, we experienced general inflationary increases, including the impacts related to tariffs, primarily related to raw materials, labor and transportation costs. We may experience increased supply chain challenges, inflationary cost increases and economic uncertainty due to the rapid changes in global trade policies. We have taken pricing actions, and may take additional pricing actions going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that have helped, and could continue to help, offset expected cost increases. The potential impact of inflationary increases, including impacts related to tariffs, remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue throughout 2026 and beyond, which could negatively impact our results of operations.

Previous wording

•organic sales growth contribution of approximately 31.0% and 2.0% from our infrastructure and commercial & residential businesses, respectively, which includes selective increases in selling prices and growth in the data centers business; and

Current wording

•organic sales growth contribution of approximately 44.0% and 38.0% from our infrastructure business in the second quarter and first half of 2026 from 2025, respectively, and approximately 2.0% from our commercial & residential business in both the second quarter and first half of 2026 from 2025, which includes selective increases in selling prices and growth in the data centers business; and

Previous wording

The 2.9 percentage point decrease in gross profit as a percentage of net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 0.7 and 1.7 percentage point decreases in gross profit as a percentage of net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

•inflationary increases, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2025;

Current wording

•inflationary increases, primarily related to raw materials and labor costs, compared to 2025;

Previous wording

•investments in capacity to drive growth; and

Current wording

•investments in capacity to drive growth.

Previous wording

The 2.2 percentage point decrease in SG&A expense as a percentage of net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 4.6 and 3.4 percentage point decreases in SG&A expense as a percentage of net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

•intangible amortization expense of $41.1 million in the first quarter of 2026, compared to $28.2 million in the first quarter of 2025, as a result of the Electrical Products Group acquisition;

Current wording

•intangible amortization expense of $41.1 million and $82.2 million in the second quarter and first half of 2026, respectively, compared to $35.9 million and $64.1 million in the second quarter and first half of 2025, respectively, as a result of the Electrical Products Group acquisition;

Previous wording

•inflationary increases impacting our labor costs, professional fees and other administrative costs;

Current wording

•inflationary increases impacting our labor costs, professional fees and other administrative costs; and

Previous wording

•investments in capacity, new products and digital to drive growth; and

Current wording

•investments in capacity, new products and digital to drive growth.

Previous wording

The 1.4 percentage point decrease in the effective tax rate in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 0.8 percentage point increase in the effective tax rate in the second quarter of 2026 from 2025 was primarily the result of:

Previous wording

Income from discontinued operations, net of tax, of $273.7 million in the first quarter of 2025 was primarily the result of:

Current wording

Income from discontinued operations, net of tax, of $276.5 million in the first half of 2025 was primarily the result of:

Previous wording

•the gain on the sale of the Thermal Management business, net of transaction costs, of $433.9 million, partially offset by tax expense recorded as a result of the sale of $160.5 million.

Current wording

•the gain on the sale of the Thermal Management business, net of transaction costs, of $435.4 million, partially offset by tax expense recorded as a result of the sale of $158.5 million.

Previous wording

We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. 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, impairments and other unusual non-operating items.

Current wording

We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. Segment income represents operating income, which includes certain corporate overhead allocations, and is exclusive of intangible amortization, acquisition related costs, costs of restructuring activities, IEEPA tariff reimbursements, "mark-to-market" gain/loss for pension, impairments and other unusual non-operating items.

Previous wording

The 76.1 percent increase in Systems Protection net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 69.6 and 72.5 percent increases in Systems Protection net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

•organic sales growth contribution of approximately 46.0% from our infrastructure business and 2.0% from each of our industrial and commercial & residential businesses, which includes selective increases in selling prices and growth in the data centers business; and

Current wording

•organic sales growth contribution of approximately 62.5% and 55.0% from our infrastructure business in the second quarter and first half of 2026 from 2025, respectively, which includes selective increases in selling prices and growth in the data centers business; and

Previous wording

The 2.2 percentage point increase in segment income for Systems Protection as a percentage of net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 1.5 and 1.7 percentage point increases in segment income for Systems Protection as a percentage of net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

•investments in capacity, new products and digital to drive growth; and

Current wording

•investments in capacity, new products and digital to drive growth.

Previous wording

The 15.3 percent increase in Electrical Connections net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 20.6 and 18.1 percent increases in Electrical Connections net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

The 3.9 percentage point decrease in segment income for Electrical Connections as a percentage of net sales in the first quarter of 2026 from 2025 was primarily the result of:

Current wording

The 1.4 and 2.6 percentage point decreases in segment income for Electrical Connections as a percentage of net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:

Previous wording

The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of March 31, 2026, we had $190.0 million of cash on hand, of which $75.1 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Current wording

The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of June 30, 2026, we had $256.0 million of cash on hand, of which $79.6 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Previous wording

Net cash provided by operating activities from continuing operations was $89.9 million in the first three months of 2026, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $198.1 million, partially offset by a $128.3 million increase in net working capital. The increase in working capital is primarily attributed to accounts receivable driven by the overall increase and timing of sales.

Current wording

Net cash provided by operating activities from continuing operations was $278.7 million in the first six months of 2026, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $474.0 million, partially offset by a $219.7 million increase in net working capital. The increase in working capital is primarily attributed to accounts receivable driven by the overall increase and timing of sales.

Previous wording

Net cash provided by operating activities from continuing operations was $63.9 million in the first three months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $129.4 million, partially offset by a $72.6 million increase in net working capital.

Current wording

Net cash provided by operating activities from continuing operations was $154.9 million in the first six months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $288.0 million, partially offset by a $154.6 million increase in net working capital.

Previous wording

Net cash used for investing activities from continuing operations of $36.1 million in the first three months of 2026, relating to capital expenditures.

Current wording

Net cash used for investing activities from continuing operations of $57.6 million in the first six months of 2026 relates to capital expenditures.

Previous wording

Net cash used for investing activities from continuing operations of $15.7 million in the first three months of 2025 relates primarily to capital expenditures of $21.1 million. Net cash provided by investing activities from discontinued operations of $1,583.1 million in the first three months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.

Current wording

Net cash used for investing activities from continuing operations of $1,008.0 million in the first six months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $975.4 million and capital expenditures of $38.0 million. Net cash provided by investing activities from discontinued operations of $1,584.6 million in the first six months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.

Previous wording

Net cash used for financing activities from continuing operations of $483.6 million in the first three months of 2025 relates primarily to repayments of long-term debt of $392.5 million, share repurchases of $53.1 million and dividends paid of $33.4 million.

Current wording

Net cash used for financing activities from continuing operations of $196.5 million in the first six months of 2026 relates primarily to repayments of long-term debt of $68.3 million, dividends paid of $68.2 million and share repurchases of $50.4 million.

Previous wording

Net cash used for financing activities from continuing operations of $99.2 million in the first three months of 2026 relates primarily to share repurchases of $50.4 million and dividends paid of $34.2 million.

Current wording

Net cash used for financing activities from continuing operations of $714.0 million in the first six months of 2025 relates primarily to repayments of long-term debt of $866.3 million, share repurchases of $253.1 million and dividends paid of $65.7 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $200.0 million.

Previous wording

(1)Includes assets due from non-guarantor subsidiaries of $6.0 million.

Current wording

(1)Includes assets due from non-guarantor subsidiaries of $0.8 million.

Previous wording

(4) Includes liabilities due to non-guarantor subsidiaries of $22.4 million.

Current wording

(3) Includes liabilities due to non-guarantor subsidiaries of $20.7 million.

Previous wording

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 March 31, 2026, 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.

Current wording

$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 June 30, 2026, 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.

Previous wording

During the three months ended March 31, 2026, we repurchased 0.4 million of our ordinary shares for $50.4 million under the 2024 Authorization. During the three months ended March 31, 2025, we repurchased 1.0 million of our ordinary shares for $53.1 million under the 2024 Authorization.

Current wording

During the six months ended June 30, 2026, we repurchased 0.4 million of our ordinary shares for $50.4 million under the 2024 Authorization. During the six months ended June 30, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization.

Previous wording

During the three months ended March 31, 2026, we paid dividends of $34.2 million, or $0.21 per ordinary share. During the three months ended March 31, 2025, we paid dividends of $33.4 million, or $0.20 per ordinary share.

Current wording

During the six months ended June 30, 2026, we paid dividends of $68.2 million, or $0.42 per ordinary share. During the six months ended June 30, 2025, we paid dividends of $65.7 million, or $0.40 per ordinary share.

Previous wording

On February 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share that will be paid on May 8, 2026, to shareholders of record at the close of business on April 24, 2026. The balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $34.2 million and $34.6 million at March 31, 2026 and December 31, 2025, respectively.

Current wording

On May 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share that will be paid on August 7, 2026, to shareholders of record at the close of business on July 24, 2026. The balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $34.3 million and $34.6 million at June 30, 2026 and December 31, 2025, respectively.