NVT 8-K Current Reports

Financial EventsOther EventsExhibits & Filings

nVent Electric 8-K Report, Financial Results (Oct 30, 2026)

nVent Electric plc furnished an 8-K (Item 2.02) attaching a press release announcing third-quarter 2026 results, which the company described as record sales and orders. Reported sales were $1.5 billion (about $1,514.9 million), up 44% on both a reported and organic basis, with the release stating that broad-based double-digit growth occurred across all verticals and geographies. Reported diluted EPS was $1.23, up 68%, and adjusted EPS was $1.52, up 67%. Operating income was $282 million, up 70%, and adjusted operating income was $335 million, up 57%. Management said new products contributed approximately 30 points to sales growth. Cash flow from operations was $303 million, up 12%, and free cash flow was $268 million, up 6%. nVent raised its full-year 2026 guidance. It now expects reported sales growth of 48% to 49% (previously 37% to 39%), organic sales growth of 38% to 39% (previously 32% to 34%), GAAP diluted EPS of $4.54 to $4.57 (previously $4.29 to $4.39), and adjusted EPS of $5.36 to $5.39 (previously $5.00 to $5.10). For the fourth quarter, the company guided to reported sales growth of 45% to 48%, organic sales growth of 26% to 29%, GAAP EPS of $1.13 to $1.16, and adjusted EPS of $1.30 to $1.33. The company stated that it closed the Maverick Power acquisition on October 1, 2026, which it said broadens its data center exposure. Results are presented on a continuing operations basis, with the Thermal Management business reported as discontinued operations under a previously announced sale agreement. The filing also notes a regular quarterly cash dividend of $0.21 per share payable on November 6, 2026, and a conference call held at 9:00 a.m. ET on October 30, 2026. The press release is furnished under Item 2.02 as Exhibit 99.1.

Oct 30, 2026 8-K

nVent Electric 8-K Report, Financial Obligation (Sep 29, 2026)

On September 29, 2026, nVent Electric plc, together with Hoffman Schroff Holdings, Inc. and nVent Finance S.à r.l., completed a public offering of $800.0 million aggregate principal amount of 6.150% Senior Notes due 2036, issued by Hoffman Schroff Holdings, Inc. The notes are fully and unconditionally and jointly and severally guaranteed as to payment of principal and interest by nVent Electric plc and nVent Finance S.à r.l. Interest is payable semi-annually on March 15 and September 15, beginning March 15, 2027, and the rate is subject to adjustment based on certain rating events. The notes were registered under a Form S-3 filed February 17, 2026. The company states it intends to use the net proceeds, together with borrowings under a $600.0 million senior unsecured term loan facility, borrowings under a $250.0 million specified revolving facility, and cash on hand, to finance the acquisition of Maverick Power, LLC for approximately $1.75 billion, and to pay related fees and expenses. Any remaining net proceeds may be used for general corporate purposes. The Maverick Power acquisition is governed by a Membership Interest Purchase Agreement dated August 21, 2026, with an outside date of November 20, 2026, extendable to February 19, 2027. If the Maverick Power acquisition is not consummated by the outside date, is not expected to be consummated, or the purchase agreement is terminated, Hoffman Schroff must redeem all outstanding notes at 101% of principal plus accrued interest. The notes also carry a make-whole redemption before June 15, 2036, a par call thereafter, and a 101% change-of-control repurchase offer, and the filing describes customary events of default.

Sep 29, 2026 8-K

nVent Electric 8-K Report, Financial Obligation (Sep 17, 2026)

nVent Electric plc (NVT) entered into a $600.0 million senior unsecured term loan facility on September 17, 2026, to help finance its previously announced acquisition of Maverick Power, LLC. The acquisition is being made by its subsidiary Hoffman Schroff Holdings, Inc. under a Membership Interest Purchase Agreement dated August 21, 2026, for a purchase price of $1.75 billion, subject to customary adjustments. Hoffman intends to borrow the full $600.0 million, either to fund part of the purchase price or to pay related fees and expenses. No loans were outstanding on the effective date. The term loan is guaranteed by nVent and nVent Finance S.à r.l. and bears interest at a base rate or term SOFR plus an applicable margin tied to either nVent's Net Leverage Ratio or Hoffman's debt rating. Ticking fees of 0.10% to 0.20% per annum on undrawn commitments begin December 19, 2026. The facility matures on the third anniversary of the date the term loans are made and can be prepaid without penalty, subject to customary breakage costs. Its financial covenants require a consolidated debt-to-EBITDA ratio of no more than 3.75 to 1.00 (or 4.25 to 1.00 for four testing periods in connection with certain material acquisitions at Hoffman's election) and an EBITDA-to-cash-interest ratio of at least 3.00 to 1.00. Separately, Amendment No. 2 to the Second Amended and Restated Credit Agreement dated June 30, 2025 adds limited conditionality to a $250.0 million revolving credit sublimit that can also be used to finance part of the acquisition. The overall credit agreement remains at up to $875.0 million in aggregate. Funding under both facilities is conditioned on the acquisition closing, the absence of a material adverse effect at Maverick Power since August 21, 2026, and other customary conditions. The Loan Agreement and the Amendment are filed as Exhibits 4.1 and 4.2.

Sep 17, 2026 8-K

nVent Electric 8-K Report, Corporate Update (Sep 16, 2026)

nVent Electric plc (NVT) reported in this Form 8-K, filed September 16, 2026, that on September 15, 2026 it, Hoffman Schroff Holdings, Inc. and nVent Finance S.à r.l. entered into an Underwriting Agreement with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters. Under the agreement, Hoffman Schroff agreed to sell $800.0 million aggregate principal amount of its 6.150% Senior Notes due 2036 in a public offering. The Notes will be fully and unconditionally and jointly and severally guaranteed as to payment of principal and interest by nVent Electric plc and nVent Finance S.à r.l. The offering is expected to close on September 29, 2026, subject to customary closing conditions. The Notes are being registered under a Form S-3 registration statement (Registration Nos. 333-293530, 333-293530-01 and 333-293530-02) filed with the SEC on February 17, 2026, and the company is filing the Underwriting Agreement with this report for purposes of that registration statement. For investors, the filing is a debt-financing disclosure: it establishes the size, coupon, maturity and guarantee structure of the new notes but does not describe the use of proceeds or any other financial results.

Sep 16, 2026 8-K

nVent Electric 8-K Report, Corporate Update (Sep 15, 2026)

nVent Electric plc (NVT) filed this Current Report on Form 8-K on September 15, 2026, disclosing under Item 8.01 the information in Exhibit 99.1 regarding its proposed acquisition of Maverick Power, LLC. On August 21, 2026, the company entered into a membership interest purchase agreement under which its subsidiary Hoffman Schroff Holdings, Inc. will acquire Maverick Power for an aggregate purchase price of $1.75 billion, subject to customary adjustments, plus potential additional cash consideration of up to $550 million based on performance metrics in 2027 and 2028. Maverick Power is a manufacturer of engineered power distribution and infrastructure solutions for data centers, headquartered in McKinney, Texas, with about 900 employees and revenues of approximately $527 million in the twelve months ended June 30, 2026. The closing is expected in the fourth quarter of 2026, subject to customary conditions including regulatory approvals. To fund the acquisition, the company describes a planned offering of notes, a new $600.0 million senior unsecured delayed draw term loan facility with a three-year maturity, and a $250.0 million conditionality draw under an amended revolving credit facility, with a $1,500.0 million senior unsecured bridge facility committed as a backstop. The filing states that the company expects total new indebtedness of approximately $1,650.0 million in connection with the acquisition, compared with $1,500.0 million of total consolidated debt as of June 30, 2026. The company notes that its indebtedness will increase materially and that the new term loan and revolving financing are not assured. The filing also lists risks including integration, unknown liabilities, and leverage-related constraints.

Sep 15, 2026 8-K

nVent Electric 8-K Report, Executive Changes (Aug 18, 2026)

nVent Electric plc filed this Form 8-K on August 18, 2026 under Item 5.02, which covers changes in officers. The filing reports that Randolph A. Wacker, who had previously announced his intention to retire effective September 1, 2026, will instead remain with the Company. He will continue as Senior Vice President and Chief Accounting Officer. The Board of Directors appointed him to this role on August 14, effective September 1, 2026. The change reverses the retirement disclosed in the Company's June 17, 2026 Form 8-K. The filing is narrow in scope. It does not describe financial results, compensation terms, or other corporate developments. Tyler Krutzig is unchanged and will continue as Assistant Corporate Controller. The report is signed by Gary L. Corona, Executive Vice President and Chief Financial Officer. For investors, the main takeaway is continuity in the finance and accounting leadership. The chief accounting officer role stays with an existing executive, which removes the planned transition that had been disclosed in June.

Aug 18, 2026 8-K

Leadership ChangesExhibits & Filings

nVent Electric 8-K Report, Financial Results (Jul 31, 2026)

nVent Electric plc filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a July 31, 2026 press release announcing second-quarter 2026 results and a conference call. The release reports record second-quarter sales and EPS: reported net sales of $1,471.3 million, up 53%, with organic sales up 47%. Reported diluted EPS was $1.32, up 103%, and adjusted EPS was $1.45, up 69%. Operating income was $300.7 million, and adjusted operating income was $322.7 million, up 61%. Operating cash flow from continuing operations was $188.8 million and free cash flow was $167.3 million (non-GAAP). Management raised full-year 2026 guidance. Reported sales growth is now expected at 37% to 39% (organic 32% to 34%), versus prior guidance of 26% to 28%. GAAP diluted EPS guidance is $4.29 to $4.39, up from $3.68 to $3.78, and adjusted EPS guidance is $5.00 to $5.10, up from $4.45 to $4.55. For the third quarter, the company guides reported and organic sales growth of 32% to 35% and GAAP EPS of $1.18 to $1.21, with adjusted EPS of $1.35 to $1.38. The results are reported on a continuing operations basis after the company reclassified its Thermal Management business as discontinued operations under a previously announced sale agreement. Systems Protection net sales rose 70% to $1,072.1 million in the quarter, while Electrical Connections rose 21% to $399.2 million. Balance sheet items include total assets of $7,146.3 million and long-term debt of $1,478.6 million at June 30, 2026. The company also noted a previously declared $0.21 quarterly dividend payable August 7, 2026.

Jul 31, 2026 8-K

nVent Electric 8-K Report, Executive Changes (Jun 17, 2026)

nVent Electric plc (NVT) filed this Current Report on Form 8-K on June 17, 2026 to disclose a leadership change in its finance organization. On June 11, 2026, Randolph A. Wacker, Senior Vice President, Chief Accounting Officer and Treasurer, notified the company that he intends to retire effective September 1, 2026. On June 12, 2026, the Board of Directors appointed Tyler Krutzig as Senior Vice President and Chief Accounting Officer, effective September 1, 2026. Mr. Krutzig, age 39, has served as the company's Assistant Corporate Controller since 2019. Previously, he held corporate controlling and external reporting roles at Pentair plc from 2016 to 2018, and worked in the audit practice of Deloitte & Touche LLP from 2008 to 2016. In connection with his appointment, he will receive a Key Executive Employment and Severance Agreement (KEESA), in the same form applicable to other executive officers. The KEESA provides for potential severance and other benefits following a change in control if he is involuntarily terminated (other than for disability or cause) or resigns for good reason, as defined in the agreement. The filing reports no acquisitions, pro forma information, or shell company transactions. The only exhibit is the form of KEESA, incorporated by reference from the company's Form 10-K filed February 20, 2024, along with the cover page interactive data file.

Jun 17, 2026 8-K

nVent Electric 8-K Report, Shareholder Vote Results (May 18, 2026)

nVent Electric plc held its 2026 annual general meeting of shareholders on May 15, 2026, as reported in this Form 8-K under Item 5.07. As of the record date of March 18, 2026, there were 161,698,299 ordinary shares issued and outstanding and entitled to vote. A total of 139,815,402 ordinary shares, or 86.47%, were represented at the meeting. Shareholders elected all nine director nominees to one-year terms expiring at the 2027 annual general meeting. Each nominee received substantially more votes for than against; for example, Danita K. Ostling received 128,205,005 votes for and 104,422 against, while Herbert K. Parker received 124,384,620 votes for and 3,926,595 against, the largest opposition among the nominees, alongside Michael L. Ducker at 121,635,529 for and 6,678,596 against. Shareholders also approved the non-binding advisory vote on named executive officer compensation, with 122,528,143 votes for and 5,685,933 against. Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 139,044,641 votes for and 671,184 against, and authorized the Audit and Finance Committee to set the auditor's remuneration. Shareholders also approved Irish-law proposals on allotting and issuing new shares, opting out of statutory preemption rights, and the price range for re-allotting treasury shares. The preemption opt-out drew the most opposition of these, with 8,500,809 votes against and 131,149,348 for.

May 18, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

nVent Electric 8-K Report, Financial Results (May 1, 2026)

nVent Electric plc (NYSE: NVT) reported record first-quarter 2026 results, as detailed in Exhibit 99.1, a press release dated May 1, 2026. Net sales were $1,242.0 million, up 53 percent from $809.3 million, with organic growth of 34 percent. Operating income rose 51 percent to $195.7 million, and adjusted operating income rose 53 percent to $248.5 million, for an adjusted return on sales of 20.0 percent, flat year over year. GAAP diluted EPS was $0.86 from continuing operations, up 65 percent, and adjusted EPS was $1.09, up 63 percent. Systems Protection sales grew 76 percent to $894.8 million, driven by data center demand, while Electrical Connections sales grew 15 percent to $347.2 million. Backlog increased to $2.6 billion, per CEO Beth Wozniak. Management raised full-year 2026 guidance. Reported sales growth is now expected at 26 to 28 percent, versus prior guidance of 15 to 18 percent, and organic growth at 21 to 23 percent, versus 10 to 13 percent before. GAAP diluted EPS guidance is $3.68 to $3.78 (previously $3.27 to $3.42), and adjusted EPS guidance is $4.45 to $4.55 (previously $4.00 to $4.15). For the second quarter, the company expects reported sales growth of 28 to 30 percent and adjusted EPS of $1.12 to $1.15. The Thermal Management business is being reported as discontinued operations under a previously announced sale agreement, and prior periods have been reclassified. First-quarter operating cash flow from continuing operations was $89.9 million and free cash flow was $53.8 million. The company also noted a regular quarterly dividend of $0.21 per share payable May 8, 2026.

May 1, 2026 8-K

nVent Electric 8-K Report, Material Agreement (Feb 17, 2026)

nVent Electric plc (NVT) reported in a Form 8-K filed February 17, 2026 that, on February 16, 2026, it and its subsidiaries nVent Finance S.à r.l. and Hoffman Schroff Holdings, Inc. entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement dated June 30, 2025. The credit agreement provides for revolving, term and other financing in an aggregate principal amount of up to $875 million. The amendment allows Hoffman Schroff Holdings to be a primary borrower alongside nVent Finance, and requires nVent Finance and Hoffman to cross-guarantee each other's obligations, in addition to the parent company's guarantee of both. On the same date, the company, nVent Finance and Hoffman entered into a Sixth Supplemental Indenture to the March 26, 2018 indenture governing nVent Finance's 4.550% senior notes due 2028, 2.750% senior notes due 2031 and 5.650% senior notes due 2033. Under this supplemental indenture, Hoffman joins nVent Electric plc as a fully and unconditionally, jointly and severally liable guarantor of nVent Finance's obligations under the indenture, including the notes. The filing is administrative in nature: it reflects a restructuring of guarantor and borrower relationships within the group rather than new borrowing or a change in the notes' terms. The 8-K reports no financial results, acquisitions or pro forma information, and Items 2.03 and 9.01 are cross-references or not applicable, aside from the listed exhibits.

Feb 17, 2026 8-K

nVent Electric 8-K Report, Financial Results (Feb 6, 2026)

nVent Electric plc (NYSE: NVT) furnished an 8-K under Item 2.02 reporting fourth-quarter and full-year 2025 results, attaching a press release as Exhibit 99.1. Fourth-quarter 2025 net sales from continuing operations were $1,066.7 million, up 42% reported and 24% organically, with Systems Protection sales of $737 million (up 58%) and Electrical Connections sales of $330 million (up 15%). Fourth-quarter reported EPS from continuing operations was $0.71 (versus $(0.10) a year earlier), and adjusted EPS was $0.90, up 53%. Operating income was $163.8 million, and adjusted operating income was $210 million. For full-year 2025, net sales were $3,893.1 million, up 30% reported and 13% organically. Reported EPS from continuing operations was $2.60 and adjusted EPS was $3.35, up 35%. Net cash provided by operating activities from continuing operations was $649.0 million and free cash flow was $561.0 million. The company reports the Thermal Management business as discontinued operations following a previously announced sale agreement, with prior periods reclassified. For 2026, nVent guided to reported sales growth of 15% to 18% (organic growth of 10% to 13%), reported EPS of $3.27 to $3.42, and adjusted EPS of $4.00 to $4.15. First-quarter 2026 guidance calls for reported sales growth of 34% to 36% and adjusted EPS of $0.90 to $0.93. The company also announced an Investor Day in New York on February 24, 2026, where it will present its growth strategy and medium-term financial targets, and noted a regular quarterly dividend of $0.21 per share payable February 6, 2026.

Feb 6, 2026 8-K

nVent Electric 8-K Report, Financial Results (Oct 31, 2025)

nVent Electric plc (NYSE: NVT) reported third-quarter 2025 results on October 31, 2025, according to Exhibit 99.1 attached to this Item 2.02 filing. Reported net sales from continuing operations were $1,054.0 million, compared with $782.0 million a year earlier, an increase of 35%, with organic growth of 16%. Systems Protection net sales rose 50% to $715.6 million and Electrical Connections rose 11% to $338.4 million. Reported diluted EPS from continuing operations was $0.73, up from $0.47, and adjusted diluted EPS from continuing operations was $0.91. Operating income was $166.3 million, and adjusted operating income was $213.3 million. The company described the quarter as a record for orders, sales and backlog, and said it was its first billion-dollar sales quarter. Cash flow was also strong. Net cash provided by operating activities of continuing operations was $271.7 million for the quarter, and free cash flow was $253.2 million, compared with $142.9 million a year earlier. For the nine months, free cash flow was $371.7 million. Results reflect the reclassification of the Thermal Management business as discontinued operations following a previously announced sale agreement. nVent raised its full-year 2025 guidance. It now expects reported sales growth of 27% to 28% (organic 10% to 11%), GAAP diluted EPS from continuing operations of $2.57 to $2.59, and adjusted EPS of $3.31 to $3.33. For the fourth quarter, it expects reported sales growth of 31% to 33% and adjusted EPS of $0.87 to $0.89. The company also reported a regular quarterly dividend of $0.20 per share, payable November 7, 2025.

Oct 31, 2025 8-K

nVent Electric 8-K Report, Financial Results (Aug 1, 2025)

nVent Electric plc reported record second-quarter 2025 sales, orders and backlog in its August 1, 2025 earnings release, furnished as Exhibit 99.1 to this Item 2.02 filing. Reported sales from continuing operations were $963 million, up 30%, with organic sales up 9%. Reported EPS from continuing operations was $0.65, up 18%, and adjusted EPS from continuing operations was $0.86, up 28%. Operating income was $157 million, up 8%, and adjusted operating income was $200 million, up 18%. Operating cash flow from continuing operations was $91 million and free cash flow was $74 million, compared with $117 million and $101 million in the second quarter of 2024. The company said the Trachte and Electrical Products Group acquisitions performed better than expected. The company raised its full-year 2025 reported sales growth guidance to 24% to 26% from 19% to 21%, and raised organic sales growth guidance to 8% to 10% from 5% to 7%. It updated full-year GAAP EPS guidance to $2.48 to $2.56 from $2.48 to $2.58, and raised adjusted EPS guidance to $3.22 to $3.30 from $3.03 to $3.13. For the third quarter of 2025, it estimates reported sales growth of 27% to 29%, organic growth of 11% to 13%, GAAP EPS of $0.67 to $0.69, and adjusted EPS of $0.86 to $0.88. The results reflect continuing operations after the previously announced agreement to sell the Thermal Management business, which is reported as discontinued operations with prior periods reclassified. Six-month income from discontinued operations was $276.5 million, largely reflecting that transaction. The company also declared a regular quarterly dividend of $0.20 per share, payable August 1, 2025. Balance sheet changes included goodwill rising to $2,678.7 million from $2,221.8 million and long-term debt falling to $1,752.1 million from $2,117.5 million at year-end 2024.

Aug 1, 2025 8-K

nVent Electric 8-K Report, Executive Changes (Jul 17, 2025)

nVent Electric plc filed this Form 8-K under Item 5.02, which covers departures of directors or certain officers, appointments, and compensatory arrangements. The filing reports that on July 11, 2025, Jon D. Lammers, Executive Vice President, General Counsel and Secretary, notified the Company that he intends to retire effective April 1, 2026. The filing states that the Company will conduct a search for Mr. Lammers' replacement. No successor is named in this report, and no compensation terms or other financial figures are disclosed. For investors, the main takeaway is a planned senior leadership transition in the legal function. The filing is limited to the retirement notice and the search for a successor, so the impact on the Company's operations or financial results is not addressed here. The report was signed by Beth A. Wozniak, Chief Executive Officer, on July 17, 2025.

Jul 17, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

nVent Electric 8-K Report, Executive Changes (Jul 17, 2025)

nVent Electric plc filed a Current Report on Form 8-K dated July 17, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that on that date the company's board of directors increased the size of the board to ten directors and appointed Diane Leopold as a director and as a member of the Audit and Finance Committee of the board. The filing states that Ms. Leopold will participate in the company's standard non-employee director compensation arrangements, described under "Director Compensation" in the proxy statement filed with the SEC on April 1, 2025. She will also enter into a Deed of Indemnification with the company and an Indemnification Agreement with nVent Management Company, a subsidiary of the company. The forms of these agreements were previously filed as Exhibits 10.4 and 10.5 to Amendment No. 2 to the company's Form 10 Registration Statement, filed January 31, 2018. The filing contains no financial results, guidance, or operational updates. Its main significance for investors is the board expansion and the addition of a new independent director to the Audit and Finance Committee, which bears on board composition and audit oversight.

Jul 17, 2025 8-K

nVent Electric 8-K Report, Material Agreement (Jun 30, 2025)

On June 30, 2025, nVent Electric plc (NVT), together with its subsidiaries nVent Finance S.à r.l. and Hoffman Schroff Holdings, Inc., entered into a Second Amended and Restated Credit Agreement with a syndicate of banks. The agreement provides a five-year $275.0 million senior unsecured term loan facility and a five-year $600.0 million senior unsecured revolving credit facility. It amends and restates the Amended and Restated Credit Agreement dated September 24, 2021. The company may request an additional increase or additional term loan tranches of up to $300.0 million, subject to customary conditions. Proceeds were used to repay in full all amounts outstanding under the Loan Agreement dated April 26, 2023 and the Term Loan Agreement dated June 21, 2024, with the remainder available for general corporate purposes. On the effective date, $275.0 million was outstanding under the term loan and $200.0 million under the revolver. The facilities are guaranteed by nVent, bear interest at benchmark rates plus an applicable margin tied to either the net leverage ratio or public debt rating, and mature on June 30, 2030. The facilities contain financial covenants limiting the consolidated debt to EBITDA ratio (generally 3.75 to 1.00, or 4.25 to 1.00 for four testing periods following certain material acquisitions) and requiring EBITDA to interest expense of at least 3.00 to 1.00. They also restrict liens, mergers, acquisitions and subsidiary debt, and include customary events of default.

Jun 30, 2025 8-K

nVent Electric 8-K Report, Shareholder Vote Results (May 16, 2025)

nVent Electric plc held its 2025 annual general meeting of shareholders on May 16, 2025. Of the 164,635,656 ordinary shares issued and outstanding and entitled to vote as of March 19, 2025, a total of 149,133,930 ordinary shares (90.58%) were represented at the meeting. Shareholders elected all nine director nominees to one-year terms expiring at the 2026 annual general meeting. Each nominee received substantially more votes for than against, with Michael L. Ducker (5,247,556 against) and Beth A. Wozniak (7,123,203 against) drawing the largest opposition. Shareholders approved the named executive officer compensation on a non-binding advisory basis, with 133,880,793 votes for, 6,809,445 against, and 254,480 abstentions. On the frequency of future say-on-pay votes, 138,772,693 shareholders recommended an annual vote, 68,462 recommended every two years, and 1,941,108 recommended every three years. The board approved holding the say-on-pay vote annually until the next frequency vote, which would occur at the 2031 annual general meeting. Shareholders also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2025 (147,022,442 for, 1,967,400 against), and authorized the Audit and Finance Committee to set the auditor's remuneration. They approved the board's authority to allot and issue new shares under Irish law, to opt out of statutory preemption rights, and to set the price range for re-allotting treasury shares, with each proposal passing by a clear majority.

May 16, 2025 8-K

Leadership ChangesExhibits & Filings

nVent Electric 8-K Report, Financial Results (May 2, 2025)

nVent Electric plc (NYSE: NVT) reported first-quarter 2025 results on May 2, 2025, as described in Exhibit 99.1, a press release attached to this Item 2.02 filing. Reported net sales from continuing operations were $809 million, up 11%, with organic growth of 2%. Reported EPS from continuing operations was $0.52, up 2%, and adjusted EPS from continuing operations was $0.67, up 10%. Operating income was $130 million, down 1%, while adjusted operating income rose 4% to $162 million. Net cash provided by operating activities of continuing operations was $64 million, and free cash flow was $44 million, up 32%. Management raised full-year 2025 guidance. Reported sales growth is now expected at 19% to 21% (previously 8% to 10%), with organic growth of 5% to 7%. The raised outlook includes the Avail Electrical Products Group acquisition, which closed the day before the release, and reflects strength in data centers and power utilities as well as tariffs. Full-year GAAP EPS guidance is $2.48 to $2.58 and adjusted EPS guidance is $3.03 to $3.13, both up from prior ranges. For the second quarter, the company expects reported sales growth of 22% to 24% and adjusted EPS of $0.77 to $0.79. The Thermal Management divestiture closed early in the quarter and is presented as discontinued operations, which drove a $273.7 million income from discontinued operations in the period and total net income of $360.7 million. The balance sheet shows cash and cash equivalents of $1,343.0 million at March 31, 2025, up from $131.2 million at year-end, and long-term debt fell to $1,748.1 million from $2,117.5 million. The board's regular quarterly dividend of $0.20 per share is payable May 9, 2025.

May 2, 2025 8-K

nVent Electric 8-K Report, Executive Changes (Mar 11, 2025)

On March 11, 2025, nVent Electric plc announced the appointment of Gary Corona as Executive Vice President and Chief Financial Officer, effective March 31, 2025. Corona, age 51, is currently Senior Vice President, Corporate Finance of Medtronic plc, a role he has held since serving as Medtronic's interim Chief Financial Officer from August 2024 until March 2025. Previously he held finance roles at General Mills, Inc. over a 26-year tenure, most recently as Vice President, Corporate Finance from 2020 to 2023. Sara E. Zawoyski, currently Executive Vice President, Chief Financial Officer and Interim President of Systems Protection (formerly Enclosures), will remain CFO until the effective date, at which point she becomes President of Systems Protection and ceases to be Chief Financial Officer. Compensation for Corona includes an annual base salary of $600,000, a target annual incentive of 80% of base salary (pro-rated for 2025), a 2025 long-term incentive award of restricted stock units with a grant date fair value of $1,500,000 vesting ratably over three years, a $500,000 new hire cash bonus subject to repayment if he voluntarily leaves within two years, and a new hire restricted stock unit award with a grant date fair value of $2,500,000 cliff vesting four years after grant. He will also enter a Key Executive Employment and Severance Agreement, effective on his start date, providing severance and benefits after a change in control under certain termination conditions.

Mar 11, 2025 8-K

Acquisitions & DispositionsExhibits & Filings

nVent Electric 8-K Report, Financial Results (Feb 6, 2025)

nVent Electric plc (NYSE: NVT) filed this Form 8-K on February 6, 2025 under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release announcing its fourth-quarter and full-year 2024 results and a related conference call. For Q4 2024, reported net sales from continuing operations were $752 million, up 9%, while organic sales decreased 1%. Reported EPS from continuing operations was $(0.10), compared with $1.26 in the prior-year quarter, while adjusted EPS was $0.59, up 7%. Reported Q4 operating income was $117 million, flat year over year, and adjusted operating income was $158 million, up 12%. For full-year 2024, net sales were $3.0 billion, up 13%, with organic sales up 2%. Reported EPS from continuing operations was $1.43, down 48%, while adjusted EPS was $2.49, up 7%. Full-year cash flow from operating activities from continuing operations was $501 million and free cash flow from continuing operations was $427 million. The company attributed the year to its 2024 acquisition of Trachte and the recently completed sale of its Thermal Management business, which is reported as discontinued operations. For 2025, nVent guided to reported sales growth of 8% to 10% (organic growth of 4% to 6%), reported EPS of $2.45 to $2.55, and adjusted EPS of $2.98 to $3.08. For the first quarter of 2025, it guided to reported sales growth of 7% to 9% and reported EPS of $0.52 to $0.54, with adjusted EPS of $0.65 to $0.67. The company also noted a regular quarterly dividend of $0.20 per ordinary share payable February 7, 2025.

Feb 6, 2025 8-K

nVent Electric 8-K Report, Acquisition Completed (Feb 4, 2025)

On January 30, 2025, nVent Electric plc completed the sale of its Thermal Management business to BCP VI Summit Holdings LP, an affiliate of funds managed by Brookfield Asset Management, under a Share and Asset Purchase Agreement dated July 31, 2024. nVent received approximately $1.7 billion in cash from the buyer, subject to customary post-closing adjustments. The filing states that the purchase price is expected to be finalized within approximately 150 days of the closing and may differ materially from the estimates used in the pro forma statements. The filing includes unaudited pro forma condensed consolidated financial statements that present Thermal Management as a discontinued operation. On a pro forma basis as of September 30, 2024, cash and cash equivalents rise to $1,717.1 million from $137.1 million historically, and total assets rise to $7,258.2 million from $6,918.0 million. The pro forma balance sheet also records an estimated tax liability of $180.0 million associated with the taxable gain and a $304.7 million after-tax gain, net of transaction fees and expenses, within retained earnings. For fiscal 2023, pro forma net sales from continuing operations are $2,668.9 million compared with historical net sales of $3,263.6 million, and pro forma diluted earnings per share are $2.77 compared with historical diluted earnings per share of $3.37. The pro forma statements exclude estimated synergies, dis-synergy costs, and any gain on the sale from continuing operations. nVent also entered into a Transition Services Agreement with the buyer under which it will provide certain post-closing services for up to nine months, with options to extend up to fifteen months in total. The pro forma statements reflect estimated income from this arrangement as a reduction to selling, general and administrative expense for 2023. The full purchase agreement is filed as Exhibit 2.1.

Feb 4, 2025 8-K

Material AgreementsExhibits & Filings

nVent Electric 8-K Report, Financial Results (Nov 1, 2024)

nVent Electric plc (NYSE: NVT) reported third-quarter 2024 results on November 1, 2024, per Exhibit 99.1, with the Thermal Management business now reported as discontinued operations for the current and all prior periods. Reported sales from continuing operations were $782 million, up 9%, with organic growth of 1%. Reported EPS from continuing operations was $0.47 and adjusted EPS from continuing operations was $0.63. Total EPS including discontinued operations was $0.62, and total adjusted EPS was $0.84. Operating income was $133 million, up 6%, and adjusted operating income was $168 million, up 4%. Cash generation was a highlight. Net cash from operating activities of continuing operations was $158 million, up from $123 million a year earlier, and free cash flow from continuing operations was $143 million, up from $107 million. The company updated full-year 2024 guidance to a continuing operations basis, estimating reported sales growth of about 13%, organic growth of about 3%, GAAP EPS of $1.99 to $2.01, and adjusted EPS of $2.49 to $2.51. For the fourth quarter, it estimates GAAP EPS of $0.45 to $0.47 and adjusted EPS of $0.58 to $0.60. Management stated it expects the pending sale of the Thermal Management business to close by early 2025, and that the Trachte acquisition is off to a good start. The company also declared a regular quarterly cash dividend of $0.19 per share, payable on November 1, 2024. The filing's forward-looking statements flag risks including completion of the Thermal Management sale on expected terms, tariffs, currency and commodity volatility, and integration of acquisitions.

Nov 1, 2024 8-K

nVent Electric 8-K Report, Material Agreement (Aug 6, 2024)

On July 31, 2024, nVent Electric plc ("nVent") entered into a Share and Asset Purchase Agreement with BCP Acquisitions LLC ("Buyer"), an affiliate of funds managed by Brookfield Asset Management, to sell its Thermal Management business (the "Business") for an aggregate purchase price of $1.70 billion in cash, plus the assumption by Buyer of certain specified liabilities of the Business. The Purchase Price is subject to adjustment for net working capital against a specified target, increased by cash and decreased by indebtedness as of the closing. Closing is subject to customary conditions, including completion of a pre-closing reorganization, expiration or termination of the Hart-Scott-Rodino waiting period, receipt of certain antitrust and foreign direct investment approvals without a "Burdensome Condition," and the absence of any law or order prohibiting the transaction. Closing will occur on the tenth business day after all conditions are satisfied or waived. Either party may terminate if closing has not occurred by April 30, 2025, and Buyer agrees to pay nVent a termination fee of $136 million in specified circumstances, such as a Buyer breach or failure to close when required. The agreement includes customary representations, warranties, and covenants, including interim operating covenants, reasonable best efforts obligations on regulatory approvals, a non-compete restricting nVent and its affiliates from competing with the Business (subject to exceptions), and indemnification rights for certain tax and assumed or retained liabilities. Buyer has obtained representations and warranties insurance covering certain breaches by nVent, subject to deductibles, exclusions, and policy limits. The filing refers to the full Purchase Agreement as Exhibit 2.1.

Aug 6, 2024 8-K

nVent Electric 8-K Report, Financial Results (Aug 6, 2024)

nVent Electric plc filed an 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release announcing second quarter 2024 results, attached as Exhibit 99.1. The company reported record second-quarter net sales of $880.3 million, up 10% (organic growth of 4%). Operating income rose 14% to $167.8 million, and net income was $111.0 million. Diluted EPS was $0.66, down 1%, while adjusted EPS was $0.82, up 6%. Net cash from operating activities was $130.8 million, up 69%, and free cash flow was $112.3 million, up 81%. Management raised its full-year 2024 reported sales growth guidance to 11% to 13%, from 8% to 10% previously, and kept organic sales growth guidance at 3% to 5%. GAAP EPS guidance was updated to $2.69 to $2.75 (previously $2.74 to $2.82), and adjusted EPS guidance was narrowed to $3.23 to $3.29 (previously $3.22 to $3.30). The raised sales outlook includes the Trachte acquisition, which has closed, but does not reflect the pending divestiture of the Thermal Management business. For the third quarter, the company expects reported sales growth of 8% to 10%, organic growth of 2% to 4%, and adjusted EPS of $0.80 to $0.82. The company also described a portfolio transformation through the agreement to sell its Thermal Management business and the Trachte acquisition. A regular quarterly cash dividend of $0.19 per share was paid on August 2, 2024. Segment results were mixed: Enclosures net sales rose 10% with organic growth of 9%, while Electrical & Fastening Solutions organic sales declined 5%, and Thermal Management net sales rose 3%.

Aug 6, 2024 8-K

nVent Electric 8-K Report, Financial Obligation (Jun 24, 2024)

nVent Electric plc entered into a Term Loan Agreement on June 21, 2024, to help finance its previously announced acquisition of Trachte, LLC's parent company, Warrior Intermediate Parent, LLC. The Purchase Agreement, dated June 5, 2024, sets an aggregate purchase price of $695 million, subject to customary adjustments. The acquisition is being pursued through a Membership Purchase Interest Agreement with Warrior Ultimate Parent, LLC, Warrior Intermediate Parent, LLC, and Hoffman Schroff Holdings, Inc. The financing is a two-year, $500.0 million senior unsecured term loan facility, with nVent Finance S.à r.l. as borrower and nVent as guarantor. No loans were outstanding as of June 21, 2024, and nVent Finance and nVent intend to borrow the full $500.0 million to fund a portion of the purchase price and related fees and expenses. Funding is conditioned on the acquisition closing substantially concurrently, among other conditions, including the absence of a material adverse effect on the Company since June 5, 2024. Ticking fees of 0.15% per annum on undrawn commitments begin accruing September 4, 2024. The facility carries interest at an adjusted base rate or adjusted term SOFR plus an applicable margin, and can be prepaid without penalty or premium, subject to customary breakage costs. It includes financial covenants capping the consolidated debt-to-EBITDA ratio at 3.75 to 1.00 (or 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and requiring a minimum EBITDA-to-cash-interest ratio of 3.00 to 1.00. Covenants also restrict liens, mergers, acquisitions and subsidiary debt.

Jun 24, 2024 8-K

nVent Electric 8-K Report, Shareholder Vote Results (May 20, 2024)

nVent Electric plc held its 2024 annual general meeting of shareholders on May 17, 2024. Of the 165,954,829 ordinary shares outstanding and entitled to vote as of March 20, 2024, 151,265,848 ordinary shares (91.15%) were represented at the meeting. Shareholders elected all nine director nominees to one-year terms expiring at the 2025 annual general meeting. Support varied by nominee: Sherry A. Aaholm, Susan M. Cameron, Danita K. Ostling, Nicola Palmer, and Greg Scheu each received more than 141 million votes for, while Herbert K. Parker received 134,126,260 votes for and 9,179,318 against, and Beth A. Wozniak received 138,637,558 votes for and 4,563,307 against. Shareholders also approved, by non-binding advisory vote, the compensation of the named executive officers, with 138,595,323 votes for and 4,030,760 against. Shareholders ratified, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2024, and authorized the Audit and Finance Committee to set the auditor's remuneration. The meeting also approved four Irish-law proposals: authorizing the Board to allot and issue new shares, authorizing the Board to opt out of statutory preemption rights, and setting the price range at which the Company can re-allot treasury shares.

May 20, 2024 8-K

nVent Electric 8-K Report, Executive Changes (May 9, 2024)

nVent Electric plc (NVT) filed this Form 8-K on May 9, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) to disclose a leadership change in its Enclosures business. Joseph A. Ruzynski, President of Enclosures, informed the company on May 3, 2024 of his decision to resign to pursue another employment opportunity. His resignation is expected to become effective May 31, 2024. Until a successor is appointed, Sara E. Zawoyski, the company's Executive Vice President and Chief Financial Officer, will serve as interim President of Enclosures upon the effectiveness of Mr. Ruzynski's resignation. She will also continue as Chief Financial Officer. The filing contains no financial results, guidance, or financial figures. For investors, the main takeaways are an executive departure in one operating segment and the added interim responsibilities of the CFO, with a permanent Enclosures president still to be named.

May 9, 2024 8-K

nVent Electric 8-K Report, Financial Results (May 3, 2024)

nVent Electric plc (NYSE: NVT) reported first quarter 2024 results on May 3, 2024, describing record sales of $875 million, up 18% reported and 5% organically. Reported diluted EPS was $0.62, up 11%, while adjusted EPS was $0.77, up 15%. Operating income rose to $159 million from $124 million, and segment income on an adjusted basis was $192 million versus $148 million a year earlier. Segment-level results were mixed: Enclosures net sales were $440 million, up 13% (11% organic), while Electrical & Fastening Solutions grew 42% reported but declined 3% organically, and Thermal Management was roughly flat at $143 million. Cash generation was strong in the quarter. Net cash from operating activities was $90 million compared with $69 million a year earlier, and free cash flow was $74 million versus $52 million. Cash and cash equivalents ended the quarter at $211.4 million, up from $185.1 million at year-end 2023. Net interest expense rose to $22.2 million from $7.8 million, and the effective tax rate increased to 22.6% from 18.5%. For full-year 2024, nVent continues to expect reported sales growth of 8% to 10% and organic growth of 3% to 5%. It raised adjusted EPS guidance to $3.22 to $3.30 from $3.17 to $3.27, and GAAP EPS guidance to $2.74 to $2.82 from $2.73 to $2.83. Second-quarter guidance calls for reported sales growth of 10% to 12% and adjusted EPS of $0.81 to $0.83. The company also noted a regular quarterly dividend of $0.19 per share payable May 10, 2024.

May 3, 2024 8-K

nVent Electric 8-K Report, Financial Results (Feb 6, 2024)

nVent Electric plc reported record fourth-quarter and full-year 2023 results in its February 6, 2024 earnings release (Exhibit 99.1). Fourth-quarter sales were $861 million, up 16%, with organic growth of 2%. Fourth-quarter reported EPS was $1.51, up 61%, and adjusted EPS was $0.78, up 18%. Full-year sales were $3.3 billion, up 12%, with organic growth of 3%. Full-year reported EPS was $3.37, up 42%, and adjusted EPS was $3.06, up 28%. Full-year 2023 operating income was $587 million, up 33%, and segment income was $721 million, up 38%. Net cash from operating activities was $528 million and free cash flow was $465 million. The company cited two acquisitions that added over $400 million in annualized sales, and said Data Solutions grew over 20%. Net cash provided by operating activities for the full year was $528.1 million, and the balance sheet showed goodwill of $2,571.1 million and long-term debt of $1,748.8 million at year-end. For 2024, nVent guided reported sales growth of 8% to 10% and organic sales growth of 3% to 5%, with GAAP EPS of $2.73 to $2.83 and adjusted EPS of $3.17 to $3.27. Both figures include an approximate $0.11 negative impact from changes in global tax standards. For the first quarter of 2024, the company expects reported sales growth of 16% to 18% and adjusted EPS of $0.72 to $0.74. The Board declared a quarterly dividend of $0.19 per share, payable February 2, 2024.

Feb 6, 2024 8-K

nVent Electric 8-K Report, Financial Results (Oct 27, 2023)

nVent Electric plc reported third-quarter 2023 results on October 27, 2023, with sales of $859 million, up 15% from $745 million a year earlier, and organic sales essentially flat (up slightly). Reported EPS was $0.63, up 15%, and adjusted EPS was $0.84, up 27%. Operating income was $156 million, up 30%, while segment income on an adjusted basis was $202 million, up 40%, with adjusted return on sales of 23.5% versus 19.3%. Net cash from operating activities was $145 million and free cash flow was $136 million (reported in the release as $135.5 million), compared with $126 million a year earlier. The company raised its adjusted EPS guidance for full-year 2023 to $3.01 to $3.03 from $2.85 to $2.91, while lowering its reported sales growth outlook to 12% to 13% from 13% to 15% and organic sales growth to 3% to 4% from 4% to 6%. Management attributed the lower sales outlook in part to expected continued channel inventory adjustments in the fourth quarter. GAAP EPS guidance was raised to $2.46 to $2.48 from $2.30 to $2.36. For the fourth quarter, the company expects reported sales growth of 15% to 17% (1% to 3% organic) and adjusted EPS of $0.73 to $0.75. The filing also notes that the Board approved a regular quarterly cash dividend of $0.175 per share, payable November 3, 2023. Balance sheet data show long-term debt rising to $1,831.5 million at September 30, 2023 from $1,068.2 million at December 31, 2022, reflecting acquisition financing, including the ECM Industries and TEXA Industries acquisitions that management described as performing well.

Oct 27, 2023 8-K

nVent Electric 8-K Report, Financial Results (Jul 28, 2023)

nVent Electric plc (NYSE: NVT) reported second quarter 2023 results on July 28, 2023, with net sales of $803 million, up 10% from $728 million a year earlier, and organic sales up 4%. Reported diluted EPS was $0.67, up 40%, and adjusted EPS was $0.77, up 35%. Operating income rose to $147 million from $105 million, and segment income rose to $181 million from $125 million, with adjusted return on sales of 22.6% versus 17.2% in the prior-year quarter. Cash flow from operations was $77 million and free cash flow was $62 million, both up from the prior-year quarter. The Electrical & Fastening Solutions segment led growth, with net sales of $267 million, up 33% and organic growth of 8%, while Enclosures grew 5% (5% organic) and Thermal Management declined 6% (down 5% organically). Management cited the ECM Industries and TEXA Industries acquisitions and said artificial intelligence-driven demand is boosting its data solutions offerings, particularly liquid cooling. nVent raised its full-year 2023 guidance. Reported sales growth is now expected at 13% to 15%, up from 4% to 6%, including acquisitions, while organic sales growth is unchanged at 4% to 6%. Full-year adjusted EPS guidance rose to $2.85 to $2.91 from $2.65 to $2.73, and GAAP EPS guidance is $2.30 to $2.36. For the third quarter, the company expects reported sales up 16% to 18%, including 1% to 3% organic growth, and adjusted EPS of $0.72 to $0.74.

Jul 28, 2023 8-K

Financial EventsOther EventsExhibits & Filings

nVent Electric 8-K Report, Shareholder Vote Results (May 16, 2023)

nVent Electric plc (NVT) reported the results of its 2023 annual general meeting of shareholders, held on May 12, 2023. Of 165,666,982 ordinary shares outstanding and entitled to vote as of March 17, 2023, a total of 150,563,705 ordinary shares (90.88%) were represented at the meeting. Shareholders elected all ten director nominees to one-year terms expiring at the 2024 annual general meeting. Each nominee received substantially more votes for than against. Beth A. Wozniak received the most opposition, with 4,783,385 votes against, while Sherry A. Aaholm and Herbert K. Parker drew 1,628,264 and 1,682,217 votes against, respectively. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 134,422,007 votes for and 5,916,054 against. Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2023, with 150,077,637 votes for and 300,380 against, and authorized the Audit and Finance Committee to set the auditor's remuneration. Shareholders also approved proposals authorizing the Board to allot and issue new shares under Irish law, to opt out of statutory preemption rights, and to set the price range for re-allotting treasury shares. The Board's share-issuance and preemption-opt-out authorities received 148,699,073 and 142,694,718 votes for, respectively.

May 16, 2023 8-K

nVent Electric 8-K Report, Financial Obligation (May 3, 2023)

On May 3, 2023, nVent Electric plc and its subsidiary nVent Finance S.à r.l. completed a public offering of $500.0 million aggregate principal amount of 5.650% Senior Notes due 2033, fully and unconditionally guaranteed by nVent Electric plc. The Notes were issued under a base indenture dated March 26, 2018, as supplemented, with interest payable semi-annually beginning November 15, 2023, and are subject to interest rate adjustment based on certain rating events. The company stated it intends to use the net proceeds of the offering, together with a five-year $300.0 million senior unsecured term loan facility entered into on April 26, 2023, plus cash on hand and/or revolving credit facility borrowings, to fund the acquisition of ECM Investors, LLC, parent of ECM Industries, LLC, for $1.1 billion, and to pay related fees and expenses. Any remaining net proceeds would be used for general corporate purposes. The Notes include a special mandatory redemption feature at 101% of principal, plus accrued interest, if the ECM Industries acquisition is not consummated by the outside date of September 28, 2023 (extendable to November 27, 2023), or if the Merger Agreement dated April 1, 2023 is terminated. The Notes are registered under a Form S-3 filed October 29, 2021.

May 3, 2023 8-K

nVent Electric 8-K Report, Financial Results (Apr 28, 2023)

nVent Electric plc reported first quarter 2023 results on April 28, 2023, with sales of $741 million, up 7% from the prior year and up 8% organically. GAAP diluted EPS was $0.56, up 40%, and adjusted EPS was $0.67, up 34%. Operating income rose to $124 million from $90 million, and segment income rose to $148 million from $110 million, with adjusted return on sales at 20.0% versus 15.9%. Net cash provided by operating activities was $69 million and free cash flow was $52 million, compared with $3 million of usage a year earlier. All three segments grew sales in the quarter except Thermal Management, which was down 3% reported and flat organically. Enclosures and Electrical & Fastening Solutions drove the results, with segment return on sales of 21.1% and 29.8%, respectively. Management, quoted in the release, cited strength across verticals, new product contributions, and margin expansion. nVent raised its full-year 2023 guidance, now calling for reported sales growth of 4% to 6% (previously 3% to 5%), unchanged organic growth of 4% to 6%, GAAP EPS of $2.27 to $2.35 and adjusted EPS of $2.65 to $2.73. Second-quarter guidance calls for 3% to 5% sales growth and adjusted EPS of $0.66 to $0.68. The outlook excludes the pending ECM Industries acquisition, which is expected to close in the second quarter and be accretive to adjusted EPS in 2023. The Board's regular quarterly dividend of $0.175 per share is payable May 12, 2023.

Apr 28, 2023 8-K

nVent Electric 8-K Report, Financial Obligation (Apr 27, 2023)

nVent Electric plc (NVT) reported in this Form 8-K, filed under Item 2.03 (Creation of a Direct Financial Obligation), that on April 26, 2023 it and its subsidiary nVent Finance S.à r.l. entered into a Loan Agreement providing for a five-year $300.0 million senior unsecured term loan facility. The facility was entered into in contemplation of nVent's previously announced acquisition of ECM Investors, LLC, the parent company of ECM Industries, LLC, under a Merger Agreement dated April 1, 2023, for an aggregate purchase price of $1.1 billion, subject to customary adjustments. As of April 26, 2023, no loans were outstanding, and nVent Finance and nVent intend to borrow the full $300.0 million to help finance part of the purchase price and related fees and expenses. Borrowings are conditioned on the ECM Industries acquisition closing substantially concurrently with funding, among other conditions, including the absence of a material adverse effect with respect to ECM Industries since April 1, 2023. Ticking fees of 0.15% per annum on the undrawn commitment begin accruing July 1, 2023. Loans bear interest at an adjusted base rate or adjusted term SOFR plus an applicable margin tied to nVent's net leverage ratio or nVent Finance's public debt rating. nVent guarantees the facility, which matures five years after funding, permits voluntary prepayment without penalty or premium, and amortizes at 5.0% annually in years one through three and 7.5% annually thereafter. The facility includes financial covenants capping the consolidated debt to EBITDA ratio at 3.75 to 1.00 (or, at nVent Finance's election and subject to conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and requiring EBITDA to consolidated cash interest expense of at least 3.00 to 1.00. Additional covenants restrict liens, mergers or consolidations, acquisitions, and subsidiary debt, and the facility contains customary events of default.

Apr 27, 2023 8-K

nVent Electric 8-K Report, Corporate Update (Apr 25, 2023)

nVent Electric plc (NVT) disclosed in this Form 8-K, filed April 25, 2023, that on April 24, 2023 it and its subsidiary nVent Finance S.à r.l. entered into an Underwriting Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters, for a public offering of $500.0 million aggregate principal amount of nVent Finance's 5.650% Senior Notes due 2033. The Notes will be fully and unconditionally guaranteed as to payment of principal and interest by nVent Electric plc. The offering is expected to close on May 3, 2023, subject to customary closing conditions. The Notes are being sold under a Registration Statement on Form S-3 (Registration No. 333-260579) filed with the SEC on October 29, 2021. The company is filing the Underwriting Agreement with this report for purposes of that registration statement. For investors, the key takeaway is a $500.0 million senior unsecured debt financing with a stated 5.650% coupon and a 2033 maturity, guaranteed by the parent. The filing itself does not state the use of proceeds.

Apr 25, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

nVent Electric 8-K Report, Financial Results (Apr 19, 2023)

nVent Electric plc (NYSE: NVT) filed an 8-K on April 19, 2023 furnishing a press release that announces preliminary first-quarter 2023 financial results. The company expects reported net sales of approximately $741 million, up approximately 7% from the first quarter of 2022, with organic sales up approximately 8%. Reported EPS is anticipated at $0.55 to $0.56, up 38% to 40%, and adjusted EPS at $0.66 to $0.67, up 32% to 34%. Operating income is expected to be between $122 million and $124 million, compared with $90 million a year earlier. Segment income on an adjusted basis is expected to be between $146 million and $148 million, versus $110 million in the first quarter of 2022. Management described the quarter as a strong start to the year with impressive margin expansion, and highlighted the pending acquisition of ECM Industries, which is expected to close in the second quarter. The preliminary figures are subject to completion of financial closing procedures and quarterly review by the independent auditor, and may materially differ from the results to be reported in the Form 10-Q. The company will report full first-quarter results on April 28, 2023, with a conference call at 9:00 a.m. ET that day. The information is furnished rather than filed under Section 18 of the Exchange Act.

Apr 19, 2023 8-K

nVent Electric 8-K Report, Material Agreement (Apr 4, 2023)

On April 1, 2023, nVent Electric plc entered into a Merger Agreement with ECM Investors, LLC, Sentinel ECM Blocker, Inc., and Sentinel Capital Partners L.L.C., among other parties, to acquire ECM Industries, LLC. The Company will indirectly own all equity interests of Blocker Corp and ECM Investors for an aggregate purchase price of $1.1 billion, subject to customary adjustments. The Company expects to fund the acquisition with a combination of available cash on hand and new debt. Closing is subject to the expiration or termination of any applicable Hart-Scott-Rodino waiting period, the absence of legal or governmental orders preventing the transaction, the accuracy of representations and warranties and compliance with covenants (subject to certain exceptions), and the absence of a Company Material Adverse Effect since the date of the Merger Agreement. The acquisition is anticipated to close in the second quarter of 2023. Either party may terminate the agreement if closing has not occurred on or after September 28, 2023, subject to a 60-day extension in certain circumstances. To finance the deal, the Company and nVent Finance S.à r.l. entered into a commitment letter with JPMorgan Chase Bank, N.A., under which JPMorgan has committed to provide a senior unsecured bridge facility of up to $800 million, subject to customary conditions. The bridge facility will be subject to mandatory reduction and prepayment from the net cash proceeds of debt and other securities issued by the Company, certain other specified events, and a new senior term loan facility, subject to certain exceptions.

Apr 4, 2023 8-K

nVent Electric 8-K Report, Financial Results (Feb 7, 2023)

nVent Electric plc reported fourth-quarter and full-year 2022 results in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K, filed February 7, 2023. Fourth-quarter reported sales were $742 million, up 11%, and up 15% organically. Fourth-quarter reported EPS was $0.94, up 141%, while adjusted EPS was $0.66, up 32%. Operating income was $125 million, up 40%, and segment income was $144 million on an adjusted basis, up 31%. For the full year, reported sales were $2.9 billion, up 18%, and up 20% organically. Full-year reported EPS was $2.38, up 48%, and adjusted EPS was $2.40, up 22%. Operating cash flow was $395 million and free cash flow was $351 million. Adjusted segment income was $524 million, up 20%, and reported return on sales was 15.1% versus 14.4% in 2021, with adjusted return on sales at 18.0%. Management issued 2023 guidance calling for reported sales growth of 3% to 5% (organic growth of 4% to 6%), GAAP EPS of $2.16 to $2.26, and adjusted EPS of $2.51 to $2.61. For the first quarter of 2023, the company expects reported sales growth of 3% to 5% and adjusted EPS of $0.56 to $0.58. The Board also approved a regular quarterly dividend of $0.175 per share, payable February 3, 2023.

Feb 7, 2023 8-K

nVent Electric 8-K Report, Executive Changes (Dec 2, 2022)

nVent Electric plc filed this Form 8-K dated November 28, 2022 under Item 5.02 (Departure of Directors or Certain Officers). The filing reports that Jacqueline Wright, a director of the Company, informed nVent on November 28, 2022 that she will not stand for re-election as a director at the Company's 2023 annual general meeting of shareholders, citing requirements of her new employer. The filing is a limited governance disclosure. It does not report financial results, guidance, acquisitions, or any other financial metrics, and it contains no dollar figures or percentages. The only operative event is the planned departure of one board member at the end of her current term, with the 2023 annual general meeting as the stated end point. For investors, the filing signals a board transition rather than an operational or financial change. Its significance depends on the composition of the board and any committee roles Ms. Wright held, which the filing does not address.

Dec 2, 2022 8-K

nVent Electric 8-K Report, Financial Results (Oct 28, 2022)

nVent Electric plc reported third-quarter 2022 results on October 28, 2022, with net sales of $745 million, up 16% from $643 million a year earlier, and organic growth of 20%. GAAP diluted EPS was $0.55, up from $0.44, and adjusted diluted EPS was $0.66, up from $0.53. Operating income rose to $121 million (in the statements, $120.5 million) from $98 million, and segment income on an adjusted basis was $144 million versus $118 million. Management said sales growth was broad based and each segment expanded margins year-over-year. Cash flow was also strong in the quarter: net cash provided by operating activities was $136 million and free cash flow was $126 million, up 17%. For the nine months ended September 30, 2022, free cash flow was $171.0 million compared with $233.0 million a year earlier, and operating cash flow was $199.8 million versus $258.1 million. Total debt rose, with long-term debt at $1,071.7 million at September 30, 2022 compared with $994.2 million at December 31, 2021. nVent raised its full-year 2022 guidance. Reported sales growth is now expected at 16% to 17% (previously 14% to 16%), with organic growth of 18% to 19% (previously 15% to 17%). Full-year GAAP EPS is now estimated at $1.91 to $1.93 (previously $1.80 to $1.86) and adjusted EPS at $2.30 to $2.32 (previously $2.17 to $2.23). For the fourth quarter, the company expects reported sales growth of 4% to 6% and adjusted EPS of $0.56 to $0.58. The Board had previously approved a regular quarterly dividend of $0.175 per share, payable November 4, 2022.

Oct 28, 2022 8-K

nVent Electric 8-K Report, Financial Results (Jul 29, 2022)

nVent Electric plc filed an 8-K furnishing its July 29, 2022 press release (Exhibit 99.1) announcing second-quarter 2022 results. Reported net sales were $728 million, up 21%, with organic sales also up 21%. Reported diluted EPS was $0.48, up 23%, and adjusted EPS was $0.57, up 14%. Operating income was $105 million, up 19%, and segment income on an adjusted basis was $125 million, up 14%. Adjusted return on sales was 17.2%, down from 18.3% a year earlier. Net cash provided by operating activities was $57 million and free cash flow was $48 million. Enclosures sales rose 27% to $381 million, Electrical & Fastening Solutions rose 19% to $201 million, and Thermal Management rose 11% to $146 million. Management raised its full-year 2022 guidance. Reported sales growth is now expected at 14% to 16%, versus prior guidance of 11% to 13%, and organic sales growth at 15% to 17%, versus 11% to 13% previously. GAAP EPS guidance is $1.80 to $1.86 (prior $1.78 to $1.86), and adjusted EPS guidance is $2.17 to $2.23 (prior $2.14 to $2.22). For the third quarter, the company expects reported sales to rise 10% to 12% and GAAP EPS of $0.49 to $0.51, with adjusted EPS of $0.58 to $0.60. The company cited strong demand, solid backlog and orders, and execution as the basis for the raised outlook. The filing also notes a regular quarterly cash dividend of $0.175 per share, payable August 5, 2022. For the six months ended June 30, 2022, net sales were $1,422.2 million versus $1,150.2 million, and net cash provided by operating activities was $63.9 million versus $143.3 million in the prior-year period.

Jul 29, 2022 8-K

nVent Electric 8-K Report, Shareholder Vote Results (May 16, 2022)

nVent Electric plc (NVT) reported the results of its 2022 annual general meeting of shareholders, held on May 13, 2022. Of 166,339,531 ordinary shares outstanding and entitled to vote as of March 18, 2022, 154,206,844 shares (92.71%) were represented at the meeting. All ten director nominees were elected to one-year terms expiring at the 2023 annual general meeting, with each nominee receiving substantially more votes for than against. Shareholders also approved, by non-binding advisory vote, the compensation of the named executive officers, though the margin was narrower, with 137,352,048 votes for and 9,117,940 against. Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2022, and authorized the Audit and Finance Committee to set the auditor's remuneration, with 153,854,318 votes for and 153,981 against. Shareholders also approved four Irish-law corporate authorities: allotting and issuing new shares, opting out of statutory preemption rights, and setting the price range at which treasury shares may be re-allotted. Each of these passed with large majorities of votes cast for. For investors, the filing shows broad shareholder support for the board slate and auditor, with the say-on-pay vote being the least decisive result. The filing itself does not describe changes in strategy or financial results.

May 16, 2022 8-K

nVent Electric 8-K Report, Financial Results (Apr 29, 2022)

nVent Electric plc (NYSE: NVT) reported first-quarter 2022 results on April 29, 2022, with net sales of $695 million, up 27% from the prior-year quarter, and organic sales up 24%. GAAP diluted EPS was $0.40, up 3%, while adjusted EPS was $0.50, up 16%. Operating income was $90 million versus $80 million a year earlier, and segment income on an adjusted basis was $110 million versus $97 million. Cash flow from operations was $7 million (reported as $6.5 million in the statements), and free cash flow usage was $3 million, which the company said was in line with expectations. Management raised its full-year 2022 guidance. Reported and organic sales growth are now expected to be 11% to 13%, compared with prior guidance of 6% to 10% reported and 6% to 9% organic. GAAP EPS guidance is $1.78 to $1.86 and adjusted EPS guidance is $2.14 to $2.22, up from prior ranges of $1.75 to $1.85 and $2.10 to $2.20. For the second quarter, the company expects reported sales growth of 13% to 15% and EPS of $0.43 to $0.45 on a GAAP basis, or $0.52 to $0.54 adjusted. The filing also reports a regular quarterly cash dividend of $0.175 per share, payable May 6, 2022, and a balance sheet with total assets of $4.70 billion and long-term debt of $1.04 billion at March 31, 2022. Segment performance was broad-based: Enclosures sales rose 30% and Electrical & Fastening Solutions rose 27%, while Thermal Management return on sales improved to 21.9% from 16.9%.

Apr 29, 2022 8-K

Financial EventsOther EventsExhibits & Filings

nVent Electric 8-K Report, Financial Results (Feb 8, 2022)

nVent Electric plc reported fourth-quarter and full-year 2021 results on February 8, 2022, per Exhibit 99.1. Fourth-quarter reported sales were $669 million, up 28%, with organic sales up 24%. Reported EPS was $0.39, up 39%, and adjusted EPS was $0.50, up 16%. Full-year reported sales were $2.5 billion (stated as $2,462 million), up 23%, with organic sales up 18%. Full-year reported EPS was $1.61 versus $(0.28) in 2020, and adjusted EPS was $1.96, up 31%. Full-year operating income was $355 million versus $38 million in 2020, and segment income was $436 million versus $348 million. Net cash provided by operating activities was $373 million and free cash flow was $334 million. The company noted that free cash flow was approximately 100% of adjusted net income for the full year. Acquisitions contributed approximately $56 million in sales for the year, and the company completed the Vynckier and CIS Global acquisitions. For 2022, nVent guided to reported sales growth of 6% to 10% (organic growth of 6% to 9%), reported EPS of $1.75 to $1.85, and adjusted EPS of $2.10 to $2.20. For the first quarter of 2022, it expects reported sales growth of 13% to 15% and adjusted EPS of $0.42 to $0.44. The Board declared a regular quarterly dividend of $0.175 per ordinary share, paid February 4, 2022.

Feb 8, 2022 8-K

nVent Electric 8-K Report, Financial Obligation (Nov 23, 2021)

On November 23, 2021, nVent Electric plc and its subsidiary nVent Finance S.à r.l. completed a public offering of $300.0 million aggregate principal amount of 2.750% Senior Notes due 2031. The Notes are fully and unconditionally guaranteed as to principal and interest by nVent Electric plc. Interest is payable semi-annually on May 15 and November 15, beginning May 15, 2022, and the Notes mature on November 15, 2031. The filing states that the interest rate is subject to adjustment based on certain rating events. The company intends to use the net proceeds, together with cash on hand, to redeem all $300 million of nVent Finance's 3.950% Senior Notes due 2023, with the remainder going to general corporate purposes. The Notes were issued under a base indenture dated March 26, 2018, as supplemented by a Third Supplemental Indenture dated April 30, 2018, and a Fourth Supplemental Indenture dated November 23, 2021, with U.S. Bank National Association as trustee. The Notes include customary terms for investors: a make-whole redemption option before August 15, 2031, redemption at par plus accrued interest on or after that date, a 101% change-of-control repurchase offer, and customary events of default. The Notes and Guarantee were registered under a Form S-3 filed October 29, 2021. The filing also lists legal opinions from Foley & Lardner LLP, Allen & Overy, and Arthur Cox LLP as exhibits.

Nov 23, 2021 8-K

nVent Electric 8-K Report, Corporate Update (Nov 9, 2021)

nVent Electric plc (NVT) disclosed on November 9, 2021 that on November 8, 2021 it and its subsidiary nVent Finance S.à r.l. entered into an Underwriting Agreement with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. Under the agreement, nVent Finance agreed to sell $300 million aggregate principal amount of its 2.750% Senior Notes due 2031 in a public offering. The Notes will be fully and unconditionally guaranteed as to payment of principal and interest by nVent Electric plc. The offering is expected to close on November 23, 2021, subject to customary closing conditions. The Notes are being registered under the Securities Act of 1933 pursuant to a Form S-3 registration statement (Registration No. 333-260579) filed with the SEC on October 29, 2021. The filing is primarily procedural: the company is filing the Underwriting Agreement as Exhibit 1.1 for purposes of the registration statement. The filing does not disclose the use of proceeds, pricing, or other financial results.

Nov 9, 2021 8-K

nVent Electric 8-K Report, Financial Results (Oct 28, 2021)

nVent Electric plc reported third quarter 2021 results on October 28, 2021, with net sales of $643 million, up 26% from the prior year and up 20% organically. Every segment grew: Enclosures net sales rose 37% to $335 million, Electrical & Fastening Solutions rose 15% to $169 million, and Thermal Management rose 18% to $138 million. Reported EPS was $0.44 versus $(0.82) a year earlier, and adjusted EPS was $0.53, up 18% from $0.45. Reported return on sales was 15.2% and adjusted return on sales was 18.4%, while segment income rose to $118 million from $101 million. Cash generation was strong, with operating cash flow of $115 million and free cash flow of $108 million in the quarter. For the nine months ended September 30, 2021, free cash flow was $233.0 million versus $179.8 million a year earlier. The company also reported cash and cash equivalents of $46.0 million at September 30, 2021, down from $122.5 million at December 31, 2020, and acquisitions net of cash acquired of $235.1 million for the nine months. nVent raised its full-year 2021 guidance. Reported sales growth is now expected to be 19% to 20%, up from 15% to 18%, and organic growth 14% to 15%, up from 10% to 13%. Full-year EPS guidance is $1.57 to $1.60 GAAP and $1.91 to $1.94 adjusted, up from $1.51 to $1.57 GAAP and $1.84 to $1.90 adjusted. The company also guided fourth-quarter 2021 reported sales growth of 13% to 16% and adjusted EPS of $0.45 to $0.48. The filing notes supply chain challenges and a regular quarterly dividend of $0.175 per share payable November 5, 2021.

Oct 28, 2021 8-K