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HUBBELL INC

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

HUBB$441.57+2.8%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Hubbell Incorporated (“Hubbell”, the “Company”, “registrant”, “we”, “our” or “us”, which references include its divisions and subsidiaries) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States of America (“U.S.”) GAAP for audited financial statements. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. Operating results for the nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Hubbell Incorporated Annual Report on Form 10-K for the year ended December 31, 2025.

International Emergency Economic Powers Act ("IEEPA") Tariffs

On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump invalidating certain tariffs previously imposed under the IEEPA. On April 20, 2026, the U.S. Customs and Border Protection (CBP) launched a system to process IEEPA tariff refund claims and the Company submitted claims for IEEPA tariffs that have been previously paid. Based on these actions, the Company has received and may be eligible for additional refunds of certain tariffs paid during 2025 and the first quarter of 2026.

The Company has elected to use a gain contingency model to account for recoveries of previously paid IEEPA tariffs, in accordance with ASC 450-30 "Gain Contingencies". Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. During the three months ended September 30, 2026, the Company received refunds for IEEPA tariffs previously paid totaling approximately $31 million, which was recognized as a reduction to cost of goods sold in the third quarter of 2026.

Supplier Finance Program Obligations

Payment Services Arrangements

The Company has ongoing agreements with financial institutions to facilitate the processing of vendor payables. Under these agreements, the Company pays the financial institution the stated amount of confirmed invoices from participating suppliers on their original maturity date. The terms of the vendor payables are not affected by vendors participating in these agreements. As a result, the amounts owed are presented as accounts payable in the Company’s Condensed Consolidated Balance Sheets, of which $115.5 million and $95.5 million was outstanding at September 30, 2026 and December 31, 2025, respectively. Either party may terminate the agreements with 30 days' written notice. Cash flows under the program are reported in operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Commercial Card Program

In 2021, the Company entered into an agreement with a financial institution that allows participating suppliers to receive payment for outstanding invoices through a commercial purchasing card sponsored by a financial institution. The Company is required to settle such outstanding invoices through a consolidated payment to the financial institution 15 days after the commercial card billing cycle. The Company receives the benefit of extended payment terms and a rebate from the financial institution. Either party may terminate the agreement with 60 days' written notice. The amount outstanding to the financial institution is presented as short-term debt in the Company’s Condensed Consolidated Balance Sheets, of which, $1.3 million and $2.1 million were outstanding at September 30, 2026 and December 31, 2025, respectively. Cash flows under the program are reported in financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

HUBBELL INCORPORATED-Form 10-Q 7

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (DISE),” which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements are required to be adopted prospectively with the option for retrospective application. The Company is assessing the impact of adopting this standard on its financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software", which modernizes the accounting for software costs. The ASU is effective for public entities for fiscal years beginning after December 15, 2027, and interim periods for fiscal years beginning after December 15, 2027. The Company is assessing the impact of adopting this standard on its financial statements and disclosures.

In October 2025, the FASB issued ASU 2025-10, "Accounting for Government Grants Received by Business Entities", which establishes the accounting for business entities on the recognition, measurement, presentation, and disclosure of government grants. The ASU is effective for public entities for fiscal years beginning after December 15, 2028, and interim periods for fiscal years beginning after December 15, 2029. The Company is assessing the impact of adopting this standard on its financial statements and disclosures.

HUBBELL INCORPORATED-Form 10-Q 8

NOTE 2 Business Acquisitions

2026 Acquisition

On June 9, 2026 (the "NSI Industries Closing Date"), the Company acquired all of the issued and outstanding equity of NSI Electrical Buyer, Inc., a Delaware corporation ("NSI Industries"), for $3.0 billion, net of cash acquired, subject to customary adjustments related to cash, indebtedness, working capital and transaction expenses. NSI Industries is a leading provider of electrical fittings, connectors, components and wire management products. NSI Industries has been added to the Electrical Solutions segment. NSI Industries has complementary product offerings that enhance Hubbell's Electrical Solutions portfolio, and fits with our long-term strategy to grow our offering of critical infrastructure solutions to our core electrical and utility customers. We have recognized intangible assets of $1,856.0 million and goodwill of $1,303.9 million as a result of the acquisition. The intangible assets will be amortized over a weighted average period of approximately 25 years.

The Company financed the acquisition of NSI Industries with net proceeds from borrowings under a new unsecured term loan facility in an aggregate principal amount of $900 million, the issuance of $1.9 billion aggregate principal amount of senior notes and issuances of commercial paper.

We determined the preliminary fair values of the customer relationships intangible assets using a multi-period excess earnings method. The significant assumptions used in determining the preliminary fair values of the customer relationships intangible assets included revenue growth rates, gross margin, operating margin, attrition rate, tax rate and discount rate. We determined the preliminary fair values of trade name and backlog intangible assets using an income approach. Accordingly, the fair value measurement of the customer relationships intangible assets, trade name, and backlog intangible assets are classified in Level 3 of the fair value hierarchy.

The NSI Industries acquisition has been accounted for as a business combination and resulted in the recognition of goodwill. The goodwill relates to a number of factors implied in the purchase price, including the future earnings and cash flow potential of the business, as well as the complementary strategic fit and resulting synergies that such business acquisition brings to the Company’s existing operations. For tax purposes, $57.1 million of the NSI Industries historical goodwill is deductible. The incremental goodwill created as a result of the acquisition is not deductible for tax purposes.

Preliminary Allocation of Consideration Transferred to Net Assets Acquired

The following table presents the preliminary determination of the fair values of identifiable assets acquired and liabilities assumed from the Company's 2026 acquisition of NSI Industries (in millions).

The final determination of the fair value of certain assets and liabilities will be completed within the applicable one year measurement period as required by FASB ASC Topic 805, “Business Combinations.” As the Company finalizes the fair values of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period.

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations and financial position. The finalization of the purchase accounting assessment may result in a change in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company's results of operations and financial position.

Accounts receivable$156.2
Inventories125.2
Other current assets5.1
Property, plant and equipment70.7
Other non-current assets43.0
Intangible assets1,856.0
Accounts payable(19.4)
Other accrued liabilities(85.0)
Deferred tax liabilities, net(404.1)
Other non-current liabilities(43.5)
Goodwill1,303.9
Total Estimate of Consideration Transferred, Net of Cash Acquired$3,008.1

HUBBELL INCORPORATED-Form 10-Q 9

The purchase price allocation to identifiable intangible assets acquired for the 2026 acquisition is as follows (in millions, except useful life amounts):

Estimated Fair ValueWeighted Average Estimated Useful Life
Patents, tradenames and trademarks$65.020
Customer relationships$1,780.025
Backlog$11.01
Total$1,856.0

Customer relationships intangible assets acquired are amortized using an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the asset's useful life.

Supplemental Pro-forma Data

The results of operations of NSI Industries has been included in the Company’s consolidated financial statements for the period subsequent to the completion of the acquisition on the NSI Industries Closing Date. The NSI Industries acquisition contributed sales of approximately $197.9 million and operating income of $21.3 million for the period from the NSI Industries Closing Date through September 30, 2026.

The following supplemental pro-forma information presents consolidated results as if the acquisition had been completed on January 1, 2025. Following that approach, for the purpose of the pro-forma results presented in the tables below, certain costs incurred by the Company during 2026 have been reclassified into the pro-forma 2025 period. The following table summarizes the pro forma adjustments to increase or (decrease) reported results to arrive at the pro-forma results.

Three Months Ended September 30, · Nine Months Ended September 30,
(in millions)202520262025
Transaction costs incurred in 2026$—$23.3$(23.3)
Intangible amortization and inventory step up$(10.2)$(1.7)$(49.9)
Interest expense$(26.9)$(48.3)$(83.8)

The unaudited financial information in the table above reflects additional amortization that would have been recorded assuming the fair value adjustments for intangible assets have been applied starting on January 1, 2025. Additionally, these amounts reflect adjustments for additional interest expense that would have been incurred, as a result of incurring debt for the acquisition over the periods in the pro forma financial information. Transaction costs related to the NSI Industries acquisition that were incurred during the nine months ended September 30, 2026 are reflected in the nine months ended September 30, 2025, due to the timing of the transaction.

The pro-forma results were calculated by combining the results of the Company with the stand-alone results of the acquisition for the pre-acquisition periods, as described above:

Three Months Ended September 30, · Nine Months Ended September 30,
(in millions)202520262025
Net sales$1,638.0$5,347.6$4,729.2
Net income attributable to Hubbell$233.7$697.4$560.0

The supplemental pro-forma financial information does not reflect the actual performance of the 2026 acquisition in the periods presented and does not reflect the potential realization of cost savings relating to the integration of the acquisition with Hubbell. Further, the pro-forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on January 1, 2025, nor are they indicative of future results.

HUBBELL INCORPORATED-Form 10-Q 10

2025 Acquisitions

In the first quarter of 2025, the Company acquired all of the issued and outstanding equity of Alliance USAcqCo 2, Inc., a Delaware Corporation (“Ventev”) for approximately $73 million, net of cash acquired. Ventev is a leading manufacturer and provider of a complete ecosystem of solutions to power, protect, and connect wireless networks. The Ventev business has been added to the Electrical Solutions segment. We have recognized intangible assets of $34.5 million and goodwill of $40.0 million as a result of the acquisition. The $34.5 million of intangible assets consists primarily of customer relationships and trade names are amortized over a weighted average period of approximately 17 years.

In the third quarter of 2025, the Company acquired all of the issued and outstanding equity of Nicor, Inc., a Texas corporation ("Nicor") for approximately $56 million, net of cash acquired. Nicor designs and manufactures water metering endpoint solutions to integrate and optimize advanced metering infrastructure networks. Such solutions include polymer meter box lids and covers. Nicor has been added to the Utility Solutions segment. We have recognized intangible assets of $18.6 million and goodwill of $31.4 million as a result of the acquisition. The $18.6 million of intangible assets consists primarily of customer relationships and a trade name are amortized over a weighted average period of approximately 18 years.

On October 1, 2025, the Company acquired all of the issued and outstanding equity of Power Rose Acquisition, Inc., a Delaware corporation ("Power Rose" and together with its subsidiaries, "DMC Power") for approximately $827 million, net of cash acquired. DMC Power is a provider of swaged connection systems and tooling for utility substation and transmission markets. DMC Power has been added to the Utility Solutions segment. We have recognized intangible assets of $364.0 million and goodwill of $471.3 million as a result of the acquisition. The $364.0 million of intangible assets consists primarily of $290.0 million of customer relationships, with the remaining $74.0 million consisting of developed technology, trade names and backlog. The intangible assets are amortized over a weighted average period of approximately 21 years.

The Company financed the acquisition of DMC Power with net proceeds from borrowings under a new unsecured term loan facility in the aggregate principal amount of $600.0 million and issuances of commercial paper.

We determined the fair values of the customer relationships intangible assets using a multi-period excess earnings method. The significant assumptions used in determining the fair values of the customer relationships intangible assets included revenue growth rates, gross margin, attrition rate, and discount rate. We determined the fair values of the developed technology, trade name and backlog intangible assets using an income approach. Accordingly, the fair value measurement of the customer relationships intangible assets, developed technology, trade name, and backlog intangible assets are classified in Level 3 of the fair value hierarchy.

These business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors implied in the purchase price, including the future earnings and cash flow potential of the business as well as the complementary strategic fit and resulting synergies that such business acquisition brings to the Company’s existing operations. The goodwill related to the Ventev, Nicor and DMC Power acquisitions is not deductible for tax purposes.

HUBBELL INCORPORATED-Form 10-Q 11

Allocation of Consideration Transferred to Net Assets Acquired

The following table presents the determination of the fair values of identifiable assets acquired and liabilities assumed from the Company's 2025 acquisitions of Ventev, Nicor and DMC Power (in millions). The purchase accounting for the Ventev, Nicor and DMC Power acquisitions has been finalized.

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations and financial position.

Accounts receivable$30.1
Inventories45.5
Other current assets1.7
Property, plant and equipment48.7
Other non-current assets5.4
Intangible assets417.1
Accounts payable(13.0)
Other accrued liabilities(13.7)
Deferred tax liabilities, net(100.5)
Other non-current liabilities(8.1)
Goodwill542.7
Total Estimate of Consideration Transferred, Net of Cash Acquired$955.9

HUBBELL INCORPORATED-Form 10-Q 12

NOTE 3 Revenue

The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale. The majority of the Company’s revenue associated with products is recognized at a point in time when the product is shipped to the customer, with a relatively small amount of transactions, primarily in the Utility Solutions segment, recognized upon delivery of the product at the destination.

The Company also has performance obligations, primarily within the Utility Solutions segment, that are recognized over time due to the customized nature of the product and the Company's enforceable right to receive payment for work performed to date in the event of a cancellation. The Company uses an input measure to determine the extent of progress towards completion of the performance obligation, which the Company believes best depicts the transfer of control to the customer. Under this method, revenue recognition is primarily based upon the ratio of costs incurred to date compared with estimated total costs to complete.

Revenue from service contracts and post-shipment performance obligations is approximatelyone percent of total annual consolidated net revenue and those service contracts and post-shipment obligations are primarily within the Utility Solutions segment. Revenue from service contracts and post-shipment performance obligations is recognized when or as those obligations are satisfied. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations and on occasion will separately offer and price extended warranties that are separate performance obligations for which the associated revenue is recognized over-time based on the extended warranty period. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue.

Certain of our businesses require a portion of the transaction price to be paid in advance of transfer of control. Advance payments are not considered a significant financing component as they are received less than one year before the related performance obligations are satisfied. In addition, in the Utility Solutions segment, certain businesses offer annual maintenance service contracts that require payment at the beginning of the contract period. These payments are treated as a contract liability and are classified in Other accrued liabilities in the Condensed Consolidated Balance Sheets. Once control transfers to the customer and the Company meets the revenue recognition criteria, the deferred revenue is recognized in the Condensed Consolidated Statements of Income. The deferred revenue relating to the annual maintenance service contracts is recognized in the Condensed Consolidated Statements of Income on a straight-line basis over the expected term of the contract.

The following table presents disaggregated revenue by business group.

Three Months Ended September 30,Nine Months Ended September 30,
in millions2026202520262025
Net sales
Grid Infrastructure$808.0$714.8$2,320.6$2,031.2
Grid Automation219.8229.0681.9705.2
Total Utility Solutions$1,027.8$943.8$3,002.5$2,736.4
Electrical Products$405.9$233.6$913.7$664.7
Industrial438.8325.01,184.8950.8
Total Electrical Solutions$844.7$558.6$2,098.5$1,615.5
TOTAL$1,872.5$1,502.4$5,101.0$4,351.9

HUBBELL INCORPORATED-Form 10-Q 13

The following table presents disaggregated third-party Net sales by geographic location (the Company defines “international” as operations based outside of the United States and its possessions):

Three Months Ended September 30,Nine Months Ended September 30,
in millions2026202520262025
Net sales
United States$987.8$905.3$2,888.0$2,614.7
International40.038.5114.5121.7
Total Utility Solutions$1,027.8$943.8$3,002.5$2,736.4
United States$760.6$484.2$1,864.8$1,405.5
International84.174.4233.7210.0
Total Electrical Solutions$844.7$558.6$2,098.5$1,615.5
TOTAL$1,872.5$1,502.4$5,101.0$4,351.9

Contract Balances

Our contract liabilities consist of advance customer payments for products as well as deferred revenue on service obligations and extended warranties. Deferred revenue is included in Other accrued liabilities in the Condensed Consolidated Balance Sheets.

Contract liabilities were $139.0 million as of September 30, 2026 compared to $174.6 million as of December 31, 2025. The $35.6 million decrease in our contract liabilities balance was primarily due to the recognition of $101.7 million in revenue related to amounts that were recorded in contract liabilities at January 1, 2026, partially offset by a $66.1 million net increase in current year deferrals primarily due to timing of advance payments on certain orders. The ending balance of contract assets as of September 30, 2026 and December 31, 2025, was $63.5 million and $48.2 million, respectively, with the increase being driven by revenue recognized in excess of billings. Credit losses recognized on our receivables and contract assets were immaterial for the three and nine months ended September 30, 2026.

HUBBELL INCORPORATED-Form 10-Q 14

NOTE 4 Segment Information

The Company's results are reported in the followingtwo business segments, Utility Solutions and Electrical Solutions. These segments reflect how the Company's businesses are managed, the type of products sold and the end markets served.

For further information regarding the Company's segment operations, see Note 20 Industry Segments and Geographic Area Information 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.

The chief operating decision maker is the Chairman of the Board, President and Chief Executive Officer (CODM). The Company's method for measuring profitability on a reportable segment basis and used by the CODM to assess performance and allocate resources is operating income. This measure is used to monitor performance compared to prior period, forecasted results, and the annual plan.

The following tables set forth financial information by reporting segment (in millions). When reading the data, the following items should be noted:

Segment Net sales comprise sales to unaffiliated customers - inter-segment and inter-area sales are not significant and are eliminated in consolidation.

Segment operating income consists of Net sales less operating expenses, including total corporate expenses, which are generally allocated to each segment on the basis of the segment's percentage of consolidated Net sales. Interest expense and investment income and other expense, net have not been allocated to segments as these items are centrally managed by the Company.

General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes. These assets have not been allocated as they are centrally managed by the Company.

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net Sales:
Utility Solutions$1,027.8$943.8$3,002.5$2,736.4
Electrical Solutions844.7558.62,098.51,615.5
TOTAL NET SALES$1,872.5$1,502.4$5,101.0$4,351.9
Cost of Goods Sold:
Utility Solutions$649.3$602.8$1,935.9$1,785.8
Electrical Solutions535.0355.31,358.61,027.1
Total Cost of Goods Sold$1,184.3$958.1$3,294.5$2,812.9
Gross Profit:
Utility Solutions$378.5$341.0$1,066.6$950.6
Electrical Solutions309.7203.3739.9588.4
Total Gross Profit$688.2$544.3$1,806.5$1,539.0
Selling and Administrative Expenses:
Utility Solutions$137.3$121.7$416.4$362.3
Electrical Solutions142.292.0369.0279.4
Total Selling and Administrative Expenses$279.5$213.7$785.4$641.7
Operating Income:
Utility Solutions$241.2$219.3$650.2$588.3
Electrical Solutions167.5111.3370.9309.0
Total Operating Income$408.7$330.6$1,021.1$897.3
Loss on disposition of business———(0.4)
Interest expense, net(58.0)(13.6)(119.1)(41.9)
Other expense, net(5.4)(5.9)(16.6)(17.4)
INCOME BEFORE INCOME TAXES$345.3$311.1$885.4$837.6
Operating Income as a % of Net Sales
Utility Solutions23.5%23.2%21.7%21.5%
Electrical Solutions19.8%19.9%17.7%19.1%
Total Operating Income as a % of Net Sales21.8%22.0%20.0%20.6%

HUBBELL INCORPORATED-Form 10-Q 15

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Capital Expenditures:
Utility Solutions$20.5$18.8$67.1$54.7
Electrical Solutions21.711.752.741.7
TOTAL CAPITAL EXPENDITURES$42.2$30.5$119.8$96.4
Depreciation and Amortization:
Utility Solutions$41.1$35.6$131.1$103.8
Electrical Solutions51.213.889.040.8
TOTAL DEPRECIATION AND AMORTIZATION$92.3$49.4$220.1$144.6
September 30, 2026December 31, 2025
Assets:
Utility Solutions$5,694.8$5,603.8
Electrical Solutions5,901.32,238.8
General Corporate302.2386.2
TOTAL ASSETS$11,898.3$8,228.8

HUBBELL INCORPORATED-Form 10-Q 16

NOTE 5 Inventories, net

Inventories, net consists of the following (in millions):

September 30, 2026December 31, 2025
Raw material$520.0$455.0
Work-in-process273.4227.5
Finished goods533.8401.3
INVENTORIES, NET$1,327.2$1,083.8

HUBBELL INCORPORATED-Form 10-Q 17

NOTE 6 Goodwill and Other Intangible Assets, net

Changes in the carrying values of goodwill for the nine months ended September 30, 2026, by segment, were as follows (in millions):

Segment
Utility SolutionsElectrical SolutionsTotal
BALANCE AT DECEMBER 31, 2025$2,384.0$676.8$3,060.8
Prior year acquisitions(1)3.5—3.5
Current year acquisitions(1)—1,303.91,303.9
Foreign currency translation0.8(0.8)—
BALANCE AT SEPTEMBER 30, 2026$2,388.3$1,979.9$4,368.2

(1) Refer to Note 2 - Business Acquisitions for additional information.

The carrying value of other intangible assets included in Other intangible assets, net in the Condensed Consolidated Balance Sheets is as follows (in millions):

September 30, 2026December 31, 2025
Gross AmountAccumulatedAmortizationGross AmountAccumulatedAmortization
Definite-lived:
Patents, tradenames and trademarks$315.0$(114.3)$250.0$(104.7)
Customer relationships3,424.3(596.9)1,633.6(517.6)
Developed technology and other277.7(196.1)278.6(179.4)
TOTAL DEFINITE-LIVED INTANGIBLES$4,017.0$(907.3)$2,162.2$(801.7)
Indefinite-lived:
Tradenames and other33.7—33.8—
TOTAL OTHER INTANGIBLE ASSETS$4,050.7$(907.3)$2,196.0$(801.7)

Amortization expense associated with definite-lived intangible assets was $46.4 million and $24.7 million during the three months ended September 30, 2026 and 2025, respectively, and $106.6 million and $74.0 million during the nine months ended September 30, 2026 and 2025, respectively. Future amortization expense associated with these intangible assets is estimated to be $37.4 million for the remainder of 2026, $172.1 million in 2027, $172.8 million in 2028, $173.1 million in 2029, $169.9 million in 2030, and $166.2 million in 2031. The Company amortizes intangible assets with definite lives using either an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the assets' useful lives, or using a straight line method. Approximately 94% of the gross value of definite-lived intangible assets follows an accelerated amortization method.

HUBBELL INCORPORATED-Form 10-Q 18

NOTE 7 Other Accrued Liabilities

Other accrued liabilities consists of the following (in millions):

September 30, 2026December 31, 2025
Customer program incentives$107.4$73.5
Accrued income taxes14.527.5
Contract liabilities - deferred revenue125.6161.3
Customer refund liability21.620.5
Accrued warranties short-term(1)16.315.2
Current operating lease liabilities48.440.7
Other164.0112.0
TOTAL$497.8$450.7

(1) Refer to Note 21 - Guarantees, in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding warranties.

NOTE 8 Other Non-Current Liabilities

Other non-current liabilities consists of the following (in millions):

September 30, 2026December 31, 2025
Pensions$112.1$117.4
Other post-retirement benefits10.310.3
Accrued warranties long-term(1)16.918.8
Non-current operating lease liabilities138.0121.2
Other159.1138.1
TOTAL$436.4$405.8

(1) Refer to Note 21 - Guarantees, in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding warranties.

HUBBELL INCORPORATED-Form 10-Q 19

NOTE 9 Total Equity

A summary of changes in total equity for the three and nine months ended September 30, 2026 and the three and nine months ended September 30, 2025 is provided below (in millions, except per share amounts):

Common StockAdditionalPaid-inCapitalRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)Total HubbellShareholders'EquityNon-controllinginterest
BALANCE AT DECEMBER 31, 2025$0.6$6.4$4,155.7$(314.8)$3,847.9$10.0
Net income——422.2—422.23.0
Other comprehensive income———5.65.6—
Stock-based compensation—21.9——21.9—
Acquisition/surrender of common shares(1)—(25.7)(209.4)—(235.1)—
Cash dividends declared ($2.84 per share)——(150.7)—(150.7)—
Dividends to noncontrolling interest—————(1.9)
Directors deferred compensation—0.1——0.1—
BALANCE AT JUNE 30, 2026$0.6$2.7$4,217.8$(309.2)$3,911.9$11.1
Net income——262.5—262.52.1
Other comprehensive income———(1.2)(1.2)—
Stock-based compensation—8.1——8.1—
Acquisition/surrender of common shares(1)—(0.7)——(0.7)—
Cash dividends declared ($1.42 per share)——(75.2)—(75.2)—
Dividends to noncontrolling interest—————(1.0)
Directors deferred compensation—0.2——0.2—
BALANCE AT SEPTEMBER 30, 2026$0.6$10.3$4,405.1$(310.4)$4,105.6$12.2

HUBBELL INCORPORATED-Form 10-Q 20

Common StockAdditionalPaid-inCapitalRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)Total HubbellShareholders'EquityNon-controllinginterest
BALANCE AT DECEMBER 31, 2024$0.6$2.6$3,779.5$(386.5)$3,396.2$14.4
Net income——407.4—407.42.6
Other comprehensive income———51.851.8—
Stock-based compensation—20.7——20.7—
Acquisition/surrender of common shares(1)—(22.0)(223.9)—(245.9)—
Cash dividends declared ($2.64 per share)——(141.2)—(141.2)—
Dividends to noncontrolling interest—————(5.9)
Directors deferred compensation—(1.3)——(1.3)—
BALANCE AT JUNE 30, 2025$0.6$—$3,821.8$(334.7)$3,487.7$11.1
Net income——255.5—255.51.2
Other comprehensive income———4.04.0—
Stock-based compensation—6.3——6.3—
Acquisition/surrender of common shares(1)—(2.1)——(2.1)—
Cash dividends declared ($1.32 per share)——(70.3)—(70.3)—
Dividends to noncontrolling interest—————(0.6)
Directors deferred compensation—0.2——0.2—
BALANCE AT SEPTEMBER 30, 2025$0.6$4.4$4,007.0$(330.7)$3,681.3$11.7

(1) For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and, accordingly, charges the purchase price against common stock par value, Additional paid-in capital, to the extent available, and Retained earnings. The change in Retained earnings of $209.4 million and $223.9 million in the first nine months of 2026 and 2025, respectively, reflects this accounting treatment.

The detailed components of total comprehensive income are presented in the Condensed Consolidated Statements of Comprehensive Income.

HUBBELL INCORPORATED-Form 10-Q 21

NOTE 10 Accumulated Other Comprehensive Loss

A summary of the changes in Accumulated other comprehensive loss (net of tax) for the nine months ended September 30, 2026 is provided below (in millions):

(debit) creditCash flowhedge gain (loss)Unrealizedgain (loss) onavailable-for-sale securitiesPensionand postretirementbenefit planadjustmentCumulativetranslationadjustmentTotal
BALANCE AT DECEMBER 31, 2025$(0.3)$0.4$(169.8)$(145.1)$(314.8)
Other comprehensive income (loss) before reclassifications0.4(1.5)—0.4(0.7)
Amounts reclassified from accumulated other comprehensive income (loss)(0.1)—5.2—5.1
Current period other comprehensive income (loss)0.3(1.5)5.20.44.4
BALANCE AT SEPTEMBER 30, 2026$—$(1.1)$(164.6)$(144.7)$(310.4)

A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the three and nine months ended September 30, 2026 and 2025 is provided below (in millions):

Three Months Ended September 30, · Nine Months Ended September 30,
Details about Accumulated OtherComprehensive Loss Components2026202520262025Location of Gain (Loss) Reclassified into Income
Cash flow hedges gain (loss):
Forward exchange contracts$—$—$—$—Net sales
0.2(0.1)0.10.6Cost of goods sold
————Other expense, net
0.2(0.1)0.10.6Total before tax
———(0.2)Tax benefit (expense)
$0.2$(0.1)$0.1$0.4Gain (loss) net of tax
Amortization of defined benefit pension and post retirement benefit items:
Prior-service costs (a)$(0.1)$(0.1)$(0.3)$(0.3)
Actuarial gains (losses) (a)(2.3)(2.7)(6.9)(8.3)
(2.4)(2.8)(7.2)(8.6)Total before tax
0.50.62.01.9Tax benefit (expense)
$(1.9)$(2.2)$(5.2)$(6.7)Gain (loss) net of tax
Gains (losses) reclassified into earnings$(1.7)$(2.3)$(5.1)$(6.3)Gain (loss) net of tax

(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12 - Pension and Other Benefits in the Notes to Condensed Consolidated Financial Statements for additional details).

HUBBELL INCORPORATED-Form 10-Q 22

NOTE 11 Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Service-based and performance-based restricted stock awards granted by the Company are considered participating securities, as these awards contain a non-forfeitable right to dividends.

The following table sets forth the computation of earnings per share for the three and nine months ended September 30, 2026 and 2025 (in millions, except per share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Numerator:
Net income attributable to Hubbell Incorporated$262.5$255.5$684.7$662.9
Less: Earnings allocated to participating securities(0.4)(0.4)(0.9)(1.1)
Net income available to common shareholders$262.1$255.1$683.8$661.8
Denominator:
Average number of common shares outstanding52.953.152.953.3
Potential dilutive common shares0.20.30.20.3
Average number of diluted shares outstanding53.153.453.153.6
Earnings per share:
Basic earnings per share$4.96$4.80$12.92$12.42
Diluted earnings per share$4.94$4.77$12.86$12.35

The Company did not have any significant anti-dilutive securities outstanding during the three and nine months ended September 30, 2026 and 2025.

HUBBELL INCORPORATED-Form 10-Q 23

NOTE 12 Pension and Other Benefits

The following table sets forth the components of net pension and other benefit costs for the three and nine months ended September 30, 2026 and 2025 (in millions):

Pension BenefitsOther Benefits
2026202520262025
Three Months Ended September 30,
Service cost$0.1$0.1$—$—
Interest cost8.38.80.10.2
Expected return on plan assets(7.5)(7.2)——
Amortization of prior service cost0.10.1——
Amortization of actuarial losses (gains)2.52.9(0.2)(0.2)
NET PERIODIC BENEFIT COST$3.5$4.7$(0.1)$—
Nine Months Ended September 30,
Service cost$0.3$0.3$—$—
Interest cost25.026.40.50.6
Expected return on plan assets(22.5)(21.4)——
Amortization of prior service cost0.30.3——
Amortization of actuarial losses (gains)7.58.8(0.6)(0.5)
NET PERIODIC BENEFIT COST$10.6$14.4$(0.1)$0.1

Employer Contributions

The Company madeno contributions to its U.S. qualified plans and $1.4 million to its foreign pension plans during the nine months ended September 30, 2026. Although not required by ERISA and the Internal Revenue Code, the Company may elect to make voluntary contributions to its qualified domestic defined benefit pension plan in 2026.

HUBBELL INCORPORATED-Form 10-Q 24

NOTE 13 Guarantees

The Company records a liability equal to the fair value of guarantees in accordance with the accounting guidance for guarantees. When it is probable that a liability has been incurred and the amount can be reasonably estimated, the Company accrues for costs associated with guarantees. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued. As of September 30, 2026 and December 31, 2025, the fair value and maximum potential payment related to the Company’s guarantees were not material.

The Company offers product warranties that cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information, such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known, or as historical experience indicates.

Changes in the accrual for product warranties during the nine months ended September 30, 2026 and 2025 are set forth below (in millions):

20262025
BALANCE AT JANUARY 1, (a)$34.0$41.7
Provision9.59.3
Expenditures/payments/other(10.3)(11.2)
BALANCE AT SEPTEMBER 30, (a)$33.2$39.8

(a) Refer to Note 7– Other Accrued Liabilities and Note 8– Other Non-Current Liabilities for a breakout of short-term and long-term warranties.

HUBBELL INCORPORATED-Form 10-Q 25

NOTE 14 Fair Value Measurement

Financial Instruments

Financial instruments which potentially subject the Company to significant concentrations of credit loss risk consist of trade receivables, cash equivalents and investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the Company has an extensive customer base, including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telecommunication companies and retail and hardware outlets. As part of its ongoing procedures, the Company monitors the credit worthiness of its customers. Bad debt write-offs have historically been minimal. The Company places its cash and cash equivalents with financial institutions and limits the amount of exposure in any one institution.

At September 30, 2026, our accounts receivable balance was $1,228.8 million, net of allowances of $19.4 million. During the nine months ended September 30, 2026, our allowances increased by approximately $5.5 million.

Investments

At September 30, 2026 and December 31, 2025, the Company had $83.1 million and $78.4 million, respectively, of available-for-sale municipal debt securities. These investments had an amortized cost of $84.7 million and $78.0 million, respectively. No allowance for credit losses related to our available-for-sale debt securities was recorded for the nine months ended September 30, 2026 or September 30, 2025. As of September 30, 2026 and December 31, 2025, the unrealized losses attributable to our available-for-sale debt securities were $1.5 million and $0.4 million, respectively. The fair value of available-for-sale debt securities with unrealized losses was $82.1 million at September 30, 2026 and $20.5 million at December 31, 2025.

The Company also had trading securities of $35.2 million at September 30, 2026 and $32.5 million at December 31, 2025 that are carried on the balance sheets at fair value. Unrealized gains and losses associated with available-for-sale debt securities are reflected in Accumulated other comprehensive loss, net of tax, while unrealized gains and losses associated with trading securities are reflected in the Condensed Consolidated Statements of Income.

Fair value measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions.

HUBBELL INCORPORATED-Form 10-Q 26

The following table shows, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis at September 30, 2026 and December 31, 2025 (in millions):

Asset (Liability)Quoted Prices inActive Markets for Identical Assets(Level 1)Quoted Prices inActive Markets forSimilar Assets(Level 2)Unobservable inputs for which little or no market data exists (Level 3)Total
Money market funds(a)$90.0$—$—$90.0
Time deposits(b)—2.7—2.7
Available for sale investments—83.1—83.1
Trading securities35.2——35.2
Deferred compensation plan liabilities(35.2)——(35.2)
Derivatives:
Forward exchange contracts-Assets(c)—0.8—0.8
TOTAL$90.0$86.6$—$176.6
Asset (Liability)Quoted Prices inActive Markets for Identical Assets(Level 1)Quoted Prices inActive Markets forSimilar Assets(Level 2)Unobservable inputs for which little or no market data exists (Level 3)Total
Money market funds(a)$187.4$—$—$187.4
Time deposits(b)—2.9—2.9
Available for sale investments—78.4—78.4
Trading securities32.5——32.5
Deferred compensation plan liabilities(32.5)——(32.5)
Derivatives:
Forward exchange contracts-Assets(c)—0.1—0.1
Forward exchange contracts-(Liabilities)(d)—(0.5)—(0.5)
TOTAL$187.4$80.9$—$268.3

(a) Money market funds are reflected in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

(b)Time deposits are reflected in current and long-term investments depending on their maturity date in the Condensed Consolidated Balance Sheets.

(c)Forward exchange contracts-Assets are reflected in Other current assets in the Condensed Consolidated Balance Sheets.

(d)Forward exchange contracts-(Liabilities) are reflected in Other accrued liabilities in the Condensed Consolidated Balance Sheets.

The methods and assumptions used to estimate the Level 2 fair values are as follows:

Forward exchange contracts – The fair value of forward exchange contracts is based on quoted forward foreign exchange prices at the reporting date.

Available-for-sale municipal bonds classified in Level 2 – The fair value of available-for-sale investments in municipal bonds is based on observable market-based inputs, other than quoted prices in active markets for identical assets.

Deferred compensation plans

The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. The Company purchased $3.1 million and $3.4 million of trading securities related to these deferred compensation plans during each of the nine months ended September 30, 2026 and 2025, respectively. As a result of participant distributions, the Company sold $2.9 million of these trading securities during the nine months ended September 30, 2026 and $3.3 million during the nine months ended September 30, 2025. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation.

HUBBELL INCORPORATED-Form 10-Q 27

Debt

As of September 30, 2026 and December 31, 2025, the carrying value of long-term debt, net of unamortized discount and debt issuance costs, including the $299.5 million and $0.0 million, respectively, current portion of the Senior Notes due in 2027 (the "2027 Notes") was $4,805.9 million and $2,036.3 million, respectively. The estimated fair value of the long-term debt as of September 30, 2026 and December 31, 2025 was $4,646.6 million and $2,008.3 million, respectively, using quoted market prices in active markets for similar liabilities (Level 2). The carrying amount of commercial paper approximates its estimated fair value due to the short-term nature of these borrowings. The estimated fair value is classified within Level 2 of the fair value hierarchy.

HUBBELL INCORPORATED-Form 10-Q 28

NOTE 15 Commitments and Contingencies

The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes advice of outside legal counsel and, if applicable, other experts.

HUBBELL INCORPORATED-Form 10-Q 29

NOTE 16 Restructuring Costs and Other

In the three and nine months ended September 30, 2026, we incurred costs for restructuring actions initiated in 2026 as well as costs for restructuring actions initiated in prior years. Our restructuring actions are associated with cost reduction efforts that include the consolidation of manufacturing and distribution facilities, as well as workforce reductions. Restructuring costs include severance and employee benefits, asset impairments, accelerated depreciation, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. These costs are predominantly settled in cash from our operating activities and are generally settled within one year, with the exception of asset impairments, which are non-cash.

Pre-tax restructuring costs incurred in each of our reporting segments and the location of the costs in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025 are as follows (in millions):

Three Months Ended September 30,
202620252026202520262025
Cost of goods sold · Selling & administrative expense · Total
Utility Solutions$0.2$1.6$—$0.4$0.2$2.0
Electrical Solutions0.22.20.31.50.53.7
Total Pre-Tax Restructuring Costs$0.4$3.8$0.3$1.9$0.7$5.7
Nine Months Ended September 30,
202620252026202520262025
Cost of goods sold · Selling & administrative expense · Total
Utility Solutions$0.5$5.0$—$0.5$0.5$5.5
Electrical Solutions6.03.21.01.57.04.7
Total Pre-Tax Restructuring Costs$6.5$8.2$1.0$2.0$7.5$10.2

The following table summarizes the accrued liabilities for our restructuring actions (in millions):

Beginning Accrued Restructuring Balance 1/1/26Pre-tax Restructuring CostsUtilization and Foreign ExchangeEnding AccruedRestructuring Balance 9/30/26
2026 Restructuring Actions
Severance$—$3.9$(1.1)$2.8
Asset write-downs————
Facility closure and other costs—0.8(0.7)0.1
Total 2026 Restructuring Actions$—$4.7$(1.8)$2.9
2025 and Prior Restructuring Actions
Severance$4.2$—$(3.8)$0.4
Asset write-downs————
Facility closure and other costs0.52.8(3.3)—
Total 2025 and Prior Restructuring Actions$4.7$2.8$(7.1)$0.4
Total Restructuring Actions$4.7$7.5$(8.9)$3.3

HUBBELL INCORPORATED-Form 10-Q 30

The actual costs incurred and total expected cost in each of our reporting segments of our on-going restructuring actions are as follows (in millions):

Total expected costsCosts incurred during 2025Costs incurred in the firstnine months of 2026Remaining costs at 9/30/2026
2026 Restructuring Actions
Utility Solutions$2.0$—$0.1$1.9
Electrical Solutions8.8—4.64.2
Total 2026 Restructuring Actions$10.8$—$4.7$6.1
2025 and Prior Restructuring Actions
Utility Solutions$6.9$6.1$0.4$0.4
Electrical Solutions8.55.92.40.2
Total 2025 and Prior Restructuring Actions$15.4$12.0$2.8$0.6
Total Restructuring Actions$26.2$12.0$7.5$6.7

HUBBELL INCORPORATED-Form 10-Q 31

NOTE 17 Debt and Financing Arrangements

Long-term debt consists of the following (in millions):

MaturitySeptember 30, 2026December 31, 2025
Senior notes at 3.15%(a)2027$—$299.1
Senior notes at 3.50%2028449.0448.5
Senior notes at 2.300%2031298.0297.7
Senior notes at 4.650%2031492.9—
Senior notes at 4.900%2033689.3—
Senior notes at 4.800%2035392.7392.1
Senior notes at 5.150%2036687.9—
Term Loan 20252028599.2598.9
Term Loan 20262029897.4—
TOTAL LONG-TERM DEBT(b)$4,506.4$2,036.3

(a)The Senior notes at 3.15% were reclassified to current at September 30, 2026.

(b)Long-term debt is presented net of debt issuance costs and unamortized discounts.

2026 Term Loan

On May 15, 2026, the Company entered into a Term Loan Agreement (the "2026 Term Loan Agreement") with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent. On June 8, 2026, the Company borrowed $900 million under the 2026 Term Loan Agreement (the "2026 Term Loan") on an unsecured basis to finance a portion of the purchase price of the NSI Industries acquisition. The 2026 Term Loan was made in a single borrowing and will be due and payable on June 8, 2029. The 2026 Term Loan bears interest based on the Term SOFR Rate (as defined in the 2026 Term Loan Agreement), plus an applicable interest addition based on Hubbell's credit ratings. The interest rate on the 2026 Term Loan as of September 30, 2026 was 4.81%. Hubbell also paid to the lenders certain customary fees in connection with the 2026 Term Loan Agreement.

The 2026 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 September 30, 2026.

2025 Term Loan

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 September 30, 2026 was 4.74%. Hubbell also paid to the lenders certain customary fees in connection with the 2025 Term Loan Agreement.

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 September 30, 2026.

In October of 2026, the Company repaid $300.0 million of the 2025 Term Loan, with proceeds provided by additional commercial paper borrowings.

2025 Credit Facility

On March 25, 2025, the Company, as borrower, and each foreign subsidiary borrower from time to time party thereto (collectively, the “Foreign Subsidiary Borrowers”) entered into afive-year credit agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent, that provides for a $1.0 billion committed unsecured revolving credit facility (the “Revolving Credit Agreement”). The obligations of the Foreign Subsidiary Borrowers (if any) under the Revolving Credit Agreement are guaranteed by the Company.

HUBBELL INCORPORATED-Form 10-Q 32

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.

The interest rate applicable to borrowings under the Revolving Credit Agreement is either (i) the alternate base rate (as defined in the Revolving Credit Agreement) or (ii) the term SOFR rate (as defined in the Revolving Credit Agreement) plus an applicable margin based on the Company's credit ratings.

All revolving loans outstanding under the Revolving Credit Agreement will be due and payable on March 25, 2030. The Revolving Credit Agreement provides for up totwo one-year maturity extensions. As of September 30, 2026, the credit facility was undrawn.

The Revolving Credit Agreement contains a sole 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, 2026.

Unsecured Senior Notes

On June 8, 2026, the Company completed a public offering of $500 million aggregate principal amount of its 4.650% Senior Notes due 2031 (the "2031 Notes"), $700 million aggregate principal amount of its 4.900% Senior Notes due 2033 (the "2033 Notes"), and $700 million aggregate principal amount of its 5.150% Senior Notes due 2036 (the "2036 Notes"). The net proceeds from the offering of the Notes were approximately $1,868.9 million, after deducting the underwriting discount and estimated offering expenses payable by the Company.

The 2031 Notes will mature on June 15, 2031, the 2033 Notes will mature on June 15, 2033 and the 2036 Notes will mature on June 15, 2036. Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026. The Company used the net proceeds from the offerings, along with the proceeds from the 2026 Term Loan and issuance of commercial paper to fund purchase of NSI Industries.

On November 14, 2025, the Company completed a public offering of $400 million aggregate principal amount of its 4.800% Senior Notes due 2035 (the “2035 Notes” and collectively with those described below, the "Notes"). The net proceeds from the offering were approximately $392.7 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The 2035 Notes bear interest at a rate of 4.800% per annum from November 14, 2025. Interest on the 2035 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. The 2035 Notes will mature on November 15, 2035. The Company used the net proceeds from the offering of the 2035 Notes, together with cash on hand, on December 1, 2025, to redeem in full all of the Company’s outstanding 3.350% Senior Notes due in 2026 for an aggregate principal amount of $400 million, which had a stated maturity date of March 1, 2026 (the "2026 Notes"), and to pay the accrued interest in respect thereof.

The Notes are callable at any time at specified prices and are only subject to accelerated payment prior to maturity upon customary events of default, or upon a change in control triggering event as defined in the indenture governing the Notes, as supplemented. The Company was in compliance with all covenants (none of which are financial) as of September 30, 2026.

Short-Term Debt and Current Portion of Long-Term Debt

The Company had $613.8 million and $289.1 million of short-term debt and current portion of long-term debt outstanding at September 30, 2026 and December 31, 2025, respectively, composed of the following:

$299.5 million of the 2027 Notes are classified within current liabilities as of September 30, 2026, as the 2027 Notes are due in August 2027.

$313.0 million of commercial paper borrowings outstanding at September 30, 2026, and $287.0 million of commercial paper borrowings outstanding at December 31, 2025.

$1.3 million and $2.1 million of other short-term debt outstanding at September 30, 2026 and December 31, 2025, respectively, which consisted of amounts outstanding under our commercial card program.

HUBBELL INCORPORATED-Form 10-Q 33

Note 18 Stock-Based Compensation

As of September 30, 2026, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. For those awards that vest immediately upon retirement eligibility, the Company recognizes compensation cost immediately for retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company’s long-term incentive program for awarding stock-based compensation includes a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s common stock pursuant to the Hubbell Incorporated Incentive Award Plan (the “Award Plan”). Under the Award Plan, the Company may authorize up to 10.3 million shares of common stock to settle awards of restricted stock, performance shares, or SARs. The Company issues new shares to settle stock-based awards. During the three months ended March 31, 2026, the Company's grant of stock-based awards included restricted stock, SARs and performance shares. There were no material other awards granted during the nine months ended September 30, 2026.

Each of the compensation arrangements is discussed below.

Restricted Stock

The Company issues various types of restricted stock, of which the restricted stock awards are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities when computing earnings per share. Restricted stock unit award holders are not entitled to dividends or voting rights until settlement. Restricted stock grants are not transferable and are subject to forfeiture in the event of the recipient's termination of employment prior to vesting.

Restricted Stock Awards Issued to Employees - Service Condition

Restricted stock awards that vest based upon a service condition are expensed on a straight-line basis over the requisite service period. These awards generally vest either inthree equal installments on each of the first three anniversaries of the grant date or on the third-year anniversary of the grant date. The fair value of these awards is measured by the average of the high and low trading prices of the Company’s common stock on the most recent trading day immediately preceding the grant date (“measurement date”).

In February 2026, the Company granted 25,422 restricted stock awards with a fair value per share of $517.58.

Restricted Stock Units Issued to Employees - Service Condition

Restricted stock units that vest based upon a service condition are expensed on a straight-line basis over the requisite service period. These awards generally vest inthree equal installments on each of the first three anniversaries of the grant date. The fair value of these awards is measured by the average of the high and low trading prices of the Company’s common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period.

In February 2026, the Company granted 1,013 restricted stock units with a fair value per share of $501.47.

Stock Appreciation Rights

SARs grant the holder the right to receive, once vested, the value in shares of the Company's common stock equal to the positive difference between the grant price, as determined using the mean of the high and low trading prices of the Company’s common stock on the measurement date, and the fair market value of the Company’s common stock on the date of exercise. This amount is payable in shares of the Company’s common stock. SARs vest and become exercisable inthree equal installments during the first three years following the grant date and expireten years from the grant date.

In February 2026, the Company granted 50,881 SAR awards. The fair value of each SAR award was measured using the Black-Scholes option pricing model.

HUBBELL INCORPORATED-Form 10-Q 34

The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during February 2026:

Grant DateExpected Dividend YieldExpected VolatilityRisk Free Interest RateExpected TermWeighted Avg. Grant Date Fair Value of 1 SAR
February 20261.2%24.9%3.6%4.8 years$126.81

The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.

Performance Shares

Performance shares represent the right to receive a share of the Company’s common stock subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee and measured over athree-year period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Sharesare not vested until approved by the Company’s Compensation Committee.

Performance Shares - Market Condition

In February 2026, the Company granted 6,831 performance shares that will vest subject to a market condition and service condition through the performance period. The market condition associated with the awards is the Company's total shareholder return (“TSR”) compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 index over athree year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to a 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. Expense is recognized irrespective of the market condition being achieved.

The fair value of the performance share awards with a market condition for the 2026 grants was determined based upon a lattice model.

The following table summarizes the related assumptions used to determine the fair values of the performance share awards with a market condition granted during February 2026:

Grant DateStock Price on Measurement DateDividend YieldExpected VolatilityRisk Free Interest RateExpected TermWeighted Avg. Grant Date Fair Value
February 2026$517.581.1%32.1%3.4%2.9 years$689.16

Expected volatilities are based on historical volatilities of the Company’s and members of the peer group's stock over the expected term of the award. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.

Performance Shares - Performance Condition

In February 2026, the Company granted 13,903 performance shares that will vest subject to an internal Company-based performance condition and service requirement.

Fifty percent of these performance shares granted will vest based on Hubbell’s compounded annual growth rate of Net sales as compared to that of the companies that comprise the S&P Capital Goods 900 index. Fifty percent of these performance shares granted will vest based on achieved adjusted operating profit margin performance as compared to internal targets. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0%-200% of the target number of shares granted.

The fair value of the award is measured based upon the average of the high and low trading prices of the Company's common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period. The Company expenses these awards on a straight-line basis over the requisite service period and based on an assessment of the performance achieved to date. The weighted average fair value per share was $501.47 for the awards granted during February 2026.

Grant DateFair ValuePerformance PeriodPayout Range
February 2026$501.47Jan 2026 - Dec 20280%-200%

HUBBELL INCORPORATED-Form 10-Q 35

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.