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Hubbell 8-K Report, Material Agreement (Jun 8, 2026)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed June 8, 2026
Period End
June 2, 2026
Security
HUBB
In the record · 2016–202610-K1110-Q338-K110

HUBB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Jan ’17Jan ’17
  2. Leadership change8-K · Mar ’19Mar ’19
  3. Material agreement8-K · Mar ’21Mar ’21
  4. Leadership change8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 8-K filed June 8, 2026. Cited figures are marked; the original filing is the authoritative source.

On June 2, 2026, Hubbell Incorporated priced a public offering of $1.9 billiona aggregate principal amount of senior notes under its effective Form S-3 shelf registration, consisting of $500,000,000 of 4.650% Senior Notes due 2031, $700,000,000 of 4.900% Senior Notes due 2033 and $700,000,000 of 5.150% Senior Notes due 2036.

The Notes were issued on June 8, 2026 and carry net proceeds of approximately $1,869.6 millionb after the underwriting discount and estimated offering expenses. Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026. The Notes are unsecured obligations of Hubbell only and are not guaranteed by any subsidiaries, so they are structurally subordinated to subsidiary liabilities.

Hubbell expects to use the proceeds, together with cash on hand and/or additional borrowings (including under its previously announced 2026 term loan facility and/or commercial paper), to fund in part its previously announced acquisition of NSI Electrical Buyer, Inc. (NSI Industries), to repay certain NSI indebtedness, and to pay related fees and expenses. Investors should note a special mandatory redemption feature: if the NSI Acquisition is not consummated by five business days after the later of May 1, 2027 or any later Outside Date agreed by the parties, or if Hubbell notifies the trustee it will not pursue the acquisition, the Notes must be redeemed at 101%c of principal plus accrued interest. Holders also have a change-in-control put at 101% of principal plus accrued interest.

The filing also includes the Underwriting Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as representatives, the Eighth Supplemental Indenture with U.S. Bank Trust Company, National Association as trustee, and legal opinions from Wachtell, Lipton, Rosen & Katz and Robinson & Cole LLP. Hubbell's press release announcing pricing is furnished as Exhibit 99.1, which describes the company as having 2025 revenues of $5.8 billiond.

02—Key points

Key Highlights

  1. Hubbell priced $1.9 billion of senior notes in three tranches: $500 million due 2031 at 4.650%, $700 million due 2033 at 4.900%, and $700 million due 2036 at 5.150%.
  2. Net proceeds were approximately $1,869.6 million after the underwriting discount and estimated offering expenses.
  3. Proceeds, together with cash on hand and/or additional borrowings, are expected to partly fund the acquisition of NSI Electrical Buyer, Inc. (NSI Industries), repay certain NSI indebtedness, and cover related costs.
  4. Special mandatory redemption at 101% of principal plus accrued interest applies if the NSI Acquisition is not completed by five business days after the later of May 1, 2027 or any agreed later Outside Date, or if Hubbell elects not to pursue it.
  5. Change-in-control triggering event allows holders to require repurchase at 101% of principal plus accrued and unpaid interest.
  6. The Notes are unsecured, rank equally with other unsecured senior debt, and are not guaranteed by subsidiaries, making them structurally subordinated to subsidiary liabilities.
  7. Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026; the Notes were issued June 8, 2026 under a shelf registration effective July 29, 2025.

03—Questions

Frequently Asked Questions

  1. How much capital did Hubbell raise and what are the maturities?

    Hubbell raised $1.9 billion in aggregate principal through the offering: $500 million of 4.650% notes maturing June 15, 2031, $700 million of 4.900% notes maturing June 15, 2033, and $700 million of 5.150% notes maturing June 15, 2036. Net proceeds were approximately $1,869.6 million.

  2. What is the purpose of the offering?

    The filing states that Hubbell expects to use the net proceeds, with cash on hand and/or additional borrowings (including under its 2026 term loan facility and/or commercial paper), to fund in part the NSI Acquisition, repay certain NSI indebtedness, and pay related fees and expenses.

  3. What happens if the NSI acquisition does not close?

    If the NSI Acquisition is not consummated by five business days after the later of May 1, 2027 or any later Outside Date agreed by the parties, or if Hubbell tells the trustee it will not pursue the acquisition, Hubbell must redeem the outstanding Notes at 101% of principal plus accrued and unpaid interest.

  4. Are the Notes guaranteed by Hubbell's subsidiaries?

    No. The Notes are obligations of Hubbell only and are not guaranteed by any subsidiaries. They are effectively subordinated to secured debt to the extent of the collateral value and structurally subordinated to the liabilities, including trade payables, of subsidiaries.

  5. What protections do noteholders have in a change of control?

    If a change in control triggering event occurs, as defined in the Eighth Supplemental Indenture, holders may require Hubbell to purchase all or part of their Notes for cash at 101% of principal plus accrued and unpaid interest to the repurchase date.

04—Continue

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