nVent Electric plc
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
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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 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-31.
0001628280-26-051428
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-30.
0001628280-26-068596
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 133 current paragraphs.
76 unchanged; 45 reworded; 11 added; 5 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
On October 1, 2026, we completed the acquisition of Maverick Power, LLC ("Maverick Power") for approximately $1.75 billion in cash, subject to customary purchase price adjustments. The transaction also includes the potential for additional consideration of up to $550 million in cash based on achieving certain performance metrics in 2027 and 2028. Maverick Power is a leading North American provider of engineered power distribution and infrastructure solutions. The purchase price was funded primarily through the issuance of the 2036 Notes and borrowings under the 2026 Term Loan Facility and Revolving Credit Facility (each as defined below).
Current report
•sales of $189.3 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Current report
In the first nine months of 2026 from 2025, these decreases were also partially offset by:
Current report
•a $3.2 million non-cash benefit related to the release of a valuation allowance on certain foreign deferred tax assets recorded in the third quarter of 2025; and
Current report
In the first nine months of 2026 from 2025, this increase was also the result of:
Current report
•sales of $166.2 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Current report
•unfavorable product mix.
Current report
•sales of $23.1 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Current report
In September 2026, to partially finance the acquisition of Maverick Power, Hoffman Schroff Holdings, Inc. ("Hoffman"), a 100-percent owned indirect subsidiary of nVent, issued $800.0 million aggregate principal amount of 6.150% Senior Notes due 2036 (the "2036 Notes" and, collectively with the nVent Finance Notes, the "Notes").
Current report
(3)Includes liabilities due from non-guarantor subsidiaries of $1.6 million.
Current report
In September 2026, nVent, nVent Finance, and Hoffman entered into a new loan agreement among Hoffman, as borrower, nVent and nVent Finance, as guarantors, and the lenders and agents party thereto, providing for a three-year $600.0 million senior unsecured term loan facility (the "2026 Term Loan Facility"). As of September 30, 2026, the borrowing capacity under the 2026 Term Loan Facility was $600.0 million. On October 1, 2026, we partially financed the acquisition of Maverick Power with $600.0 million of borrowings under the 2026 Term Loan Facility. The 2026 Term Loan Facility bears interest at a rate equal to an adjusted base rate or adjusted term SOFR plus, in each case, an applicable margin.
Removed paragraphs (5)
Previous report
•sales of $51.6 million and $189.3 million in the second quarter and first half of 2026, respectively, as a result of the Electrical Products Group acquisition.
Previous report
•unfavorable product mix; and
Previous report
•sales of $45.2 million and $166.2 million in the second quarter and first half of 2026, respectively, as a result of the Electrical Products Group acquisition.
Previous report
•unfavorable product mix; and
Previous report
•sales of $6.4 million and $23.1 million in the second quarter and first half of 2026, respectively, as a result of the Electrical Products Group acquisition.
Reworded paragraphs (45)
Previous wording
This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Electrical Products Group acquisition; competition and pricing pressures in the markets we serve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses; risks associated with or arising from military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Quarterly Report on Form 10-Q and ITEM 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Current wording
This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Maverick Power acquisition; competition and pricing pressures in the markets we serve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses; risks associated with or arising from military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Quarterly Report on Form 10-Q and ITEM 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.
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 six 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 nine months of 2026, respectively.
Previous 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:
Current wording
The following trends and uncertainties affected our financial performance in 2025 and the first nine months of 2026 and will likely impact our results in the future:
Previous 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.
Current wording
•During 2025 and the first nine months of 2026, we experienced general inflationary increases, including the impacts related to tariffs, primarily related to raw materials, labor and transportation costs. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials or critical components required to manufacture our products. We have taken pricing actions and implemented supply chain optimization and other productivity improvements to help offset expected cost increases and mitigate potential supply chain constraints. The potential impact of inflationary increases, including impacts related to tariffs, and supply chain constraints remains uncertain, but we expect those macroeconomic conditions will likely continue throughout 2026 and beyond, which could negatively impact our results of operations.
Previous wording
The consolidated results of operations for the six months ended June 30, 2026 and 2025 were as follows:
Current wording
The consolidated results of operations for the nine months ended September 30, 2026 and 2025 were as follows:
Previous wording
The 52.8 and 53.1 percent increases in net sales in the second quarter and first half of 2026 from 2025, respectively, were primarily the result of:
Current wording
The 43.7 and 49.6 percent increases in net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous 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
Current wording
•organic sales growth contribution of approximately 35.0% and 37.0% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively, approximately 5.5% and 2.5% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively, and approximately 3.5% and 2.5% from our commercial & residential business in the third quarter and first nine of 2026 from 2025, respectively, which includes selective increases in selling prices and growth in the data centers business.
Previous 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:
Current wording
The 1.6 percentage point decreases in gross profit as a percentage of net sales in both the third quarter and first nine months of 2026 from 2025 were primarily the result of:
Previous wording
•investments in capacity to drive growth.
Current wording
•investments in capacity to drive growth; and
Previous wording
Gross profit for the second quarter and first half of 2026 also benefited from approximately $25 million in reimbursements of tariffs previously remitted under the International Emergency Economic Powers Act ("IEEPA tariffs"), which were offset by other incremental tariffs compared to the prior year periods.
Current wording
Gross profit for the first nine months of 2026 also benefited from approximately $20 million in reimbursements of tariffs previously remitted under the International Emergency Economic Powers Act ("IEEPA tariffs"), which were offset by other incremental tariffs compared to the prior year periods.
Previous 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:
Current wording
The 4.1 and 3.7 percentage point decreases in SG&A expense as a percentage of net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous 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;
Current wording
•intangible amortization expense of $118.5 million in the first nine months of 2026 compared to $106.0 million in the first nine months of 2025 as a result of the Electrical Products Group acquisition.
Previous 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:
Current wording
The 4.7 and 1.7 percentage point increases in the effective tax rate in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous wording
• tax expense of $3.6 million in the second quarter of 2026 related to a foreign tax audit settlement; and
Current wording
• tax expense of $3.6 million in the second quarter of 2026 related to a foreign tax audit settlement.
Previous wording
Income from discontinued operations, net of tax, of $276.5 million in the first half of 2025 was primarily the result of:
Current wording
Income from discontinued operations, net of tax, of $278.7 million in the first nine months of 2025 was primarily the result of:
Previous 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.
Current wording
•the gain on the sale of the Thermal Management business, net of transaction costs, of $435.3 million, partially offset by tax expense recorded as a result of the sale of $156.0 million.
Previous 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:
Current wording
The 53.4 and 65.2 percent increases in Systems Protection net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous 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
Current wording
•organic sales growth contribution of approximately 46.5% and 52.0% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively, and approximately 6.0% and 2.5% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively, which includes selective increases in selling prices and growth in the data centers business.
Previous 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:
Current wording
The 2.6 and 2.1 percentage point increases in segment income for Systems Protection as a percentage of net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous wording
•investments in capacity, new products and digital to drive growth.
Current wording
•investments in capacity, new products and digital to drive growth; and
Previous 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:
Current wording
The 23.2 and 19.9 percent increases in Electrical Connections net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
Previous wording
•organic sales growth contribution of approximately 8.5% and 7.0% from our infrastructure business in the second quarter and first half of 2026 from 2025, respectively; approximately 6.5% and 4.0% from our commercial & residential business in the second quarter and first half of 2026 from 2025, respectively; and approximately 3.0% and 2.0% from our industrial business in the second quarter and first half of 2026 from 2025, respectively.
Current wording
•organic sales growth contribution of approximately 10.5% and 8.5% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively; approximately 8.0% and 5.5% from our commercial & residential business in the third quarter and first nine months of 2026 from 2025, respectively; and approximately 4.5% and 3.0% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively.
Previous 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:
Current wording
The 1.8 and 2.2 percentage point decreases in segment income for Electrical Connections as a percentage of net sales in the third quarter and first nine months 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, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2025; and
Previous wording
•investments in digital, selling and marketing to drive growth; and
Current wording
•investments in digital, selling and marketing to drive growth.
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 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.
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 September 30, 2026, we had $1,121.8 million of cash on hand, of which $77.8 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 $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.
Current wording
Net cash provided by operating activities from continuing operations was $581.9 million in the first nine months of 2026, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $731.0 million, partially offset by a $185.5 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 $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.
Current wording
Net cash provided by operating activities from continuing operations was $426.6 million in the first nine months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $461.2 million, partially offset by a $68.1 million increase in net working capital.
Previous 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.
Current wording
Net cash used for investing activities from continuing operations of $92.9 million in the first nine months of 2026 primarily relates to capital expenditures.
Previous 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.
Current wording
Net cash used for investing activities from continuing operations of $1,029.8 million in the first nine months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $978.7 million and capital expenditures of $56.6 million. Net cash provided by investing activities from discontinued operations of $1,584.5 million in the first nine 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 $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.
Current wording
Net cash provided by financing activities from continuing operations of $403.2 million in the first nine months of 2026 relates primarily to proceeds from long-term debt of $800.0 million, partially offset by repayments of long-term debt of $171.9 million, dividends paid of $102.2 million and share repurchases of $100.2 million.
Previous 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.
Current wording
Net cash used for financing activities from continuing operations of $909.6 million in the first nine months of 2025 relates primarily to repayments of long-term debt of $869.7 million, share repurchases of $253.1 million and dividends paid of $98.0 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $30.4 million.
Previous wording
In May 2023, nVent Finance issued $500.0 million aggregate principal amount of 5.650% Senior Notes due 2033 (the "2033 Notes" and, collectively with the 2028 Notes and the 2031 Notes, the "Notes").
Current wording
In May 2023, nVent Finance issued $500.0 million aggregate principal amount of 5.650% Senior Notes due 2033 (the "2033 Notes" and, collectively with the 2028 Notes and the 2031 Notes, the "nVent Finance Notes").
Previous wording
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and interest on the 2031 Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year.
Current wording
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, interest on the 2031 Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, and interest on the 2036 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.
Previous wording
In February 2026, we entered into a supplemental indenture to the indenture governing the Notes as a result of which nVent Electric plc and Hoffman Schroff Holdings, Inc. fully and unconditionally and jointly and severally guarantee the Notes of nVent Finance (together with nVent Electric plc and Hoffman Schroff Holdings, Inc., the "Obligor Group"). nVent Electric plc is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries. nVent Finance is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the issuance of the Notes and other external debt. Hoffman Schroff Holdings, Inc. is a United States holding company and a 100 percent-owned indirect subsidiary of nVent Electric plc that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the guarantees of the Notes and other external debt. nVent Electric plc’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries. nVent Finance's principal source of cash flow, including to make payments on the Notes, is interest income from its subsidiaries. Hoffman Schroff Holdings, Inc.'s principal source of cash flow, including to make payments on the Notes pursuant to the guarantees, is interest income from its subsidiaries. None of the other subsidiaries of any of the Obligor Group are under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Obligor Group. If such subsidiaries are unable to transfer funds to the Obligor Group and sufficient cash or liquidity is not otherwise available, the Obligor Group may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.
Current wording
In February 2026, we entered into a supplemental indenture to the indenture governing the nVent Finance Notes as a result of which nVent Electric plc and Hoffman (together with nVent Finance, the "Obligor Group") fully and unconditionally and jointly and severally guarantee the nVent Finance Notes. In September 2026, we entered into an indenture and a supplemental indenture thereto governing the 2036 Notes as a result of which nVent Electric plc and nVent Finance fully and unconditionally and jointly and severally guarantee the 2036 Notes. nVent Electric plc is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries. nVent Finance is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries, the issuance of the nVent Finance Notes and other external debt and the guarantees of the 2036 Notes and other external debt. Hoffman is a United States holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries, the issuance of the 2036 Notes and other external debt and the guarantees of the nVent Finance Notes and other external debt. nVent Electric plc’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries. nVent Finance's principal source of cash flow, including to make payments on the nVent Finance Notes and on the 2036 Notes pursuant to the guarantees, is interest income from its subsidiaries. Hoffman's principal source of cash flow, including to make payments on the 2036 Notes and on the nVent Finance Notes pursuant to the guarantees, is interest income from its subsidiaries. None of the other subsidiaries of any of the Obligor Group are under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Obligor Group. If such subsidiaries are unable to transfer funds to the Obligor Group and sufficient cash or liquidity is not otherwise available, the Obligor Group may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.
Previous wording
The Notes constitute general unsecured senior obligations of nVent Finance and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance. The guarantees of the Notes by nVent Electric plc and Hoffman Schroff Holdings, Inc. constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance. Subject to certain qualifications and exceptions, the indenture pursuant to which the Notes were issued contains covenants that, among other things, restrict nVent Electric plc's, Hoffman Schroff Holdings, Inc.'s, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.
Current wording
The nVent Finance Notes constitute general unsecured senior obligations of nVent Finance and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance, and the 2036 Notes constitute general unsecured senior obligations of Hoffman and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of Hoffman. The guarantees of the nVent Finance Notes by nVent Electric plc and Hoffman constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance, and the guarantees of the 2036 Notes by nVent Electric plc and nVent Finance constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of Hoffman. Subject to certain qualifications and exceptions, the indentures pursuant to which the Notes were issued contain covenants that, among other things, restrict nVent Electric plc's, Hoffman's, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.
Previous wording
(1)Includes assets due from non-guarantor subsidiaries of $0.8 million.
Current wording
(1)Includes assets due from non-guarantor subsidiaries of $2.7 million.
Previous wording
(3) Includes liabilities due to non-guarantor subsidiaries of $20.7 million.
Current wording
(4) Includes liabilities due to non-guarantor subsidiaries of $19.6 million.
Previous wording
In June 2025, nVent and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $275.0 million senior unsecured term loan facility (the "Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Credit Facilities"). Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.
Current wording
Credit Facility" and, together with the 2025 Term Loan Facility, the "Senior Credit Facilities"). Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders. In September 2026, nVent, nVent Finance and Hoffman entered into an amendment to the Credit Agreement to permit limited conditionality draws on the Revolving Credit Facility of up to an aggregate principal amount of $250.0 million to finance the acquisition of Maverick Power and/or pay related fees and expenses. On October 1, 2026, we partially financed the acquisition of Maverick Power with $250.0 million of borrowings under the Revolving Credit Facility.
Previous 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.
Current wording
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities and the 2026 Term Loan Facility, 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 and the 2026 Term Loan Facility 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 September 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.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In June 2025, nVent and its subsidiaries nVent Finance and Hoffman entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $275.0 million senior unsecured term loan facility (the "2025 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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
Previous report — wording carried elsewhere
On May 16, 2026, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2026 Authorization"). The 2026 Authorization began on July 23, 2026 and expires on July 22, 2029.