HUBB 10-K & 10-Q changes, risk factors and insider trading

We compete on the basis of product performance, quality, service and/or price. CompetitorsCompetitors' behavior related to these, among other areas, could potentially have significant impacts on our financial results. Our competitive strategy is to design and manufacture high quality products at the lowest possible cost. Our strategy is to also increase selling prices to offset rising costs of raw materialsmaterials, components and componentslogistics and supply chain matters when necessary. Competitive pricing pressures may not allow us to offset some or all of our increased costs through pricing actions. Alternatively, if raw material and component costs decline, the Company may not be able to maintain current pricing levels. WeAdvancements mayin, faceand increased competitionadoption due to the rapid development and rising use ofof, artificial intelligence (AI), machine learning, automation, and machineother learning technologies. Failure to adopt and incorporate suchadvanced technologies to improve productivity, manufacturing technology or support functional teams may putresult us atin a long-term competitive disadvantage. Although, we continuously evaluate and utilize technologies that are appropriate for our business, there can be no assurance that such technologies will result in improved operational efficiencies, cost reductions, or other anticipated benefits. Competition could also affect future selling prices or demand for our products which could have an adverse impact on our results of operations, financial condition and cash flows.

Our business is subject to risks associated with global manufacturing and sourcing. We use a variety of raw materials in the production of our products including steel, aluminum, brass, copper, bronze, zinc, nickel, plastics, elastomers and petrochemicals. We also purchase certain electrical and electronic components, including solenoids, printed circuit boards, integrated circuit chips and cord sets from a number of suppliers. Certain of these materials are sourced from a limited number of suppliers. These materials may also be a key source of materials for many other companies in our industry or within industrial manufacturers in general. As suchsuch, in periods of rising demand for these materials, we mymay experience both increaseincreased costs and limited supply. Significant shortages in the availability of these materials or significant price increases could increase our operating costs and adversely impact the competitive positions of our products, which could adversely impact our results of operations. See also Risk Factor, “Changes in U.S. and international trade policies may adversely impact our business and operating results; changes in U.S. trade policies could have a material adverse effect on us.” We rely on materials, components and finished goods that are sourced from or manufactured in foreign countries including Mexico, China, and other international countries. Political instability in any country where we do business could have an adverse impact on our results of operations.

We may fail to realize all of the anticipated benefits of the Acquisitionacquisitions of Alliance USAcqCo 2, Inc. ("Ventev"), Nicor, Inc. ("Nicor"), Power Rose Acquisition, Inc. (and together with its subsidiaries, "DMC Power") and Northern Star Holdings, Inc. ("Systems Control") or those benefits may take longer to realize than expected.

The full benefits of the acquisitionacquisitions of Ventev, Nicor, DMC Power and Systems Control, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the acquisitionacquisitions of Ventev, Nicor, DMC Power and Systems Control could adversely affect our results of operations or cash flows and decrease or delay the expected accretive effects of the acquisitionacquisitions of Ventev, Nicor, DMC Power and Systems Control.

We may not be able to successfully implement initiatives, including our continuing restructuring activities that improve productivity and streamline operations to control or reduce costs.

We are subject to risks surrounding our information technology systems and industrial controls systems failures, and the use of emerging technologies, including artificial intelligence, as well as, network disruptions, breaches in data security and compliance with data privacy laws or regulations.

Hubbell also provides customers with industrial controls systems, or solutions that include software components that allow for the control and/or the communication of data from those solutions to Hubbell or customer systems. In addition to the risks noted above, there are other risks associated with these solutions. For example, control and/or data from these solutions may be integral to a customer’s operations. A failure of our technology to operate as designed or as a result of cyber threats could impact those operations, including by loss or destruction of data. Likewise, a customer’s failure to properly configure its own network areis outside of the Company’s control and could result in a failure in functionality or security of our technology.

Hubbell is also subject to an increasing number of evolving data privacy and security laws and regulations that impose requirements on the Company and our technology prior to certain use or transfer, storing, processing, disclosure, and protection of data and prior to sale or use of certain technologies. Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs. For example, the European Union’s implementation of the General Data Protection Regulation in 2018,Regulation, the European Union’s pending ePrivacy Regulation and the implementation of the ePrivacy Directive by the various European Union member states, and California’s implementation of its Consumer Privacy Act of 2018 and Connected Device Privacy Act of 2018, as well as data privacy statutes implemented by other states, could all disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable law in certain jurisdictions.

We have continued to work on improving our utilization of our enterprise resource planning system, expanding standardization of business processes and performing implementations at our remaining businesses, as well as acquired businesses, for example, the implementation of our enterprise resource planning system in 2024 at Aclara.businesses. We expect to incur additional costs related to future implementations, process reengineering efforts as well as enhancements and upgrades to the system. These system modifications and implementations could result in operating inefficiencies which could adversely impact our operating results and/or our ability to perform necessary business transactions.

ChangesEvolving ininternational tax lawframeworks relating to multinational corporations couldmay adversely affect our global tax position.

GovernmentGovernments agenciesworldwide and the Organisation for Economic Co-operation and Development (“OECD”) havecontinue focusedto onadvance issuesextensive relatedchanges to the taxation of multinational corporations.enterprises, Oneincluding exampleglobal isminimum intax rules under the areaOECD's ofPillar “baseTwo erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authoritiesinitiative to address perceived tax abuse and inconsistencies between tax jurisdictions. As a result, the tax laws and policies in countries in which we dooperate businessare couldat changevarious onstages aof prospective or retroactive basis,adopting and anyinterpreting suchthese changes,rules, includingcreating, any changesuncertainty, in the currentapplication U.S.of incomenew requirements. As jurisdictions implement these measures potentially with retroactive effect our effective tax rates,rate, maycash materially impact the Company’s businesstaxes, and financial statements.results could be materially impacted.

BecauseGiven the interpretive and evolving nature of tax lawslaws, and regulations are subject to interpretation, uncertainty, and change,actual tax payments may ultimately differ from amountsthose currently recorded by the Company.recorded.

We are subject to income taxes as well as non-income based taxes, in both the United States and numerous foreign jurisdictions. The determination of the Company’s worldwide provision for income taxes and other tax liabilities requires judgment and is based on diverse legislative and regulatory structures that exist in the various jurisdictions where the companyCompany operates. As a result of theThe U.S. federal elections, there may also be changes in tax policy pursued by the new administration,Congress and the Treasury Department regularly consider modifications to corporate taxation, including adjustments to tax rates, deductive limitations, cross-border tax provisions, and administrative guidance. The nature and outcome of those potential changes isare uncertain at this time.uncertain. Although management believes its estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in the Company’s financial statements and may materially impact the Company’s financial results for the period when such determination is made. We are subject to ongoing tax audits in various jurisdictions. Tax authorities mayin disagreemany withjurisdictions certaincontinue positionsto weintensify haveenforcement takenefforts and assessadopt additionalnew taxes.rules We regularly assess the likely outcomes of these audits in orderintended to determinecounter theperceived appropriatenesstax ofavoidance practices by multinational companies. These responses may include changes to transfer‑pricing standards, withholding tax rules, and anti‑base‑erosion measures. Resulting disputes, assessments, or requirements to revise our global tax arrangements could increase our tax provisions.obligations However,or therecompliance cancosts. be no assurance thatWhile we willestimate accuratelytax predictprovisions thebased on our assessment of ongoing audits, actual outcomes ofmay these audits,differ and the future outcomes of these audits could adversely affectimpact our results of operations,results, financial conditioncondition, andor cash flows.

We cannot predict what changes to trade policy will be made, or the economic impact that changes to trade policy will have, including significant increases in tariffs on goods imported into the United States, particularly tariffs on products manufactured in Canada, MexicoMexico, China, and China,in Europe and the length of time such tariffs may remain in place, or whether the entry into new bilateral or multilateral trade agreements will occur. The imposition of new tariffs, changes in trade policy or agreements,agreements or regulations, or the escalation of trade tensions between the United States and other countries or regions could adversely impact our business, financial condition and results of operations.

In prior years, the U.S. government has announced and, in some cases, implemented new approaches to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, such as the North American Free Trade Agreement (“NAFTA”), which was replaced by the U.S.-Mexico-Canada Agreement on July 1, 2020, and is currently up for review in 2026, as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum. Additionally, onin February 1, 20252025, the PresidentU.S. announced a series of the United States issued executive orders directing the United States to imposesignificant new tariffs to be imposed on importsgoods from a broad set of countries, including, but not limited to, Canada, MexicoChina, Mexico, European Union member states and China. Although a portion of these new tariffs have been temporarily suspended,various other partscountries ofaround thesethe new tariffs are now in effect, and it is unclear for how long and to what extent such suspensions will remain in effect.world. The U.S. has also announced new tariffs on foreign steel and aluminum, withwhich such tariffs takingtook effect in earlyMarch March.2025. TheMoreover, U.S.delays hasor furtherother raisedexceptions to the possibilityimplementation of these new tariffs onhas importsincreased, fromand additionalmay countries,continue includingto thoseincrease inuncertainty Europe.and impose obstacles to developing plans to mitigate the adverse effects of these trade actions. These and other changes in the U.S. trade policy, and U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse effect on our business, financial condition and results of operation.operations.

We relyutilize onmaterials materials,(such as steel, aluminum and copper), components and finished goods, such as steel and aluminum,goods that are sourced from or manufactured in foreign countries, including Canada, China, Mexico and thosecountries in Europe. Import tariffs and potential additional import tariffs have resulted or may result in increased prices for these imported goods and materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials. Changes in U.S. trade policy have resulted in trade policy responses from other countries (and couldmay result in additional reactionsones fromin U.S.the trading partners,future), including adoptingthe responsiveadoption of reciprocal trade policies makingthat could make it more difficult or costly for us to export our products or import goods and materials from those countries. These measures could also result in increased costs for goods imported into the U.S. or may lead to disruptions in the supply of goodgoods and materials that could cause us to adjust our worldwide supply chain. Either of theseThis could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.

In recent years, variousVarious countries, and regions, including, without limitation, Canada, China, Mexico, Canada and Europe, have announced plans or intentions to impose or have imposed reciprocal tariffs on a wide range of U.S. products in retaliation for newthe recent U.S. tariffs. These actions could, in turn, result in additional tariffs being adopted by the U.S. These conditions and future actions could have a significant adverse effect on world trade and the world economy. To the extent that trade tariffs and other restrictions imposed by the United States increase the price of, or limit the amount of, raw materials and finished goods imported into the United States, the costs of our raw materials may be adversely affected and the demand from our customers for products and services may be diminished, which could adversely affect our revenues and profitability. Accordingly, the recent trade actions by the U.S. and the widespread uncertainty and international tensions resulting therefrom, including, without limitation, the effect on the value of the U.S. dollar relative to other currencies, may adversely affect demand for our products, disrupt our supply chains, increase manufacturing costs and adversely affect our revenues, costs of sales and production volumes, any of which could materially and adversely harm our business, financial condition and results of operations.

We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impactsimpact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to new tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.

Our business and results of operations may be materially adversely effectedaffected by compliance with import and export laws.

From time to time, we receive notices from third parties alleging intellectual property infringement. Any dispute or litigation involving intellectual property could be costly and time-consuming due to the complexity and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. In addition, as a result of such claims, the Company may lose its rights to utilize critical technology or may be required to pay substantial damages or license fees with respect to the infringed rights or be required to redesign our products at a substantial cost, any of which could negatively impact our operating results. Even if we successfully defend against claims of infringement, we may incur significant costs that could adversely affect our results of operations, financial condition and cash flow.flows. See Item 3 “Legal Proceedings” for a discussion of our legal proceedings.

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part II, Item 8 of this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2025, 2024 and 2023 items and year-to-year comparisons between 2025 and 2024 and between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form-10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 8, 2024.

Our strategy to complement organic revenue growth with acquisitions is focused on acquiring assets that extend our capabilities, expand our product offerings, and present opportunities to compete in core, adjacent or complementary markets. OurIn acquisition2025 strategywe alsoinvested provides$958 million in acquisitions that meet these objectives. Refer to Note 3 - Business Acquisitions and Dispositions in the opportunityNotes to advanceConsolidated ourFinancial revenueStatements growthfor objectivesfurther duringdetails periodson ofthese weakness or inconsistency in our end-markets.acquisitions.

Our strategy to deliver products through a competitive cost structure has resulted in past andan ongoing program of restructuring and related activities. Our restructuring and related efforts include the consolidation of manufacturing and distribution facilities, and workforce actions, as well as streamlining and consolidating our back-office functions. The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure and effectiveness and the efficiency of our workforce.

Our operations are classified into two reportable segments: Utility Solutions and Electrical Solutions. For a complete description of the Company’s segments, see Part I, Item 1 of this Annual Report on Form 10-K. Within these segments, Hubbell serves customers in several primary end markets: that include utility distribution,transmission, utility transmissionsubstation and utilitydistribution substationmarkets, data center and industrial markets, as well as industrialmarkets for utility meters and non-residential.grid Unlessprotection specifiedand otherwise,controls, allnon-residential, comparisonstelecom ofand 2024gas resultsdistribution are with 2023 results.products.

In 2024,2025, Net sales increased by 4.7%3.8% or $256$216 million and organic Net sales(1) increased by $2$186 million on favorable price realization partiallyand offsethigher by lowerunit volumes, as further discussed in segment results below. Operating margin increased in 2024,2025, by 10130 basis points and adjusted operating margin(1) increased by 9080 basis points, driven by favorable price realization, productivityrealization and costimproved management.operational productivity. Those increases were partially offset by material and other cost inflationinflation, andincluding lowertariff unit volume.expense. Net income from continuing operations attributable to Hubbell increased by 2.4%13.9% in 20242025 compared to the prior year and diluted earnings per share from continuing operations increased by 2.3%.14.9%. Adjusted net income from continuing operations attributable to Hubbell(1) increased by 8.1%8.8% in 20242025 compared to the prior year and adjusted diluted earnings per share from continuing operations(1) increased by 8.1%9.8% in 2024.2025.

Operating cash flow was higherincreased in 20242025 atto $1,029.8 million. as compared to $991.2 million in the prior year and free cash flow(2) increased in 2025 to $874.7 million as compared to $880.8 million in the prior year. Free cash flow(2) was higher in 2024 at $810.8 million as compared to $715.1 million in the prior year. In 20242025 we paid $267.3$286.6 million in shareholder dividends, an increase of 8.9%7.2% as compared to the prior year. WeIn 2025 we also invested $180.4$958.3 million in acquisitions within high growth markets, made $155.1 million of capital expenditures insupporting footprint optimization, automation and productivity initiatives, and repurchased $40.0$225.0 million of shares in 2024.shares.

(1) Organic Net sales, adjusted operating margin, adjusted net income from continuing operations attributable to Hubbell and adjusted diluted earnings per share from continuing operations are non-GAAP financial measures. See “Adjusted Operating Measures” below for a reconciliation to the comparable GAAP financial measures.

Significant items impacting comparability comprise the following:

OurThe adjustedCompany operatingbelieves measures excludeexcluding these gains or losses becausewill weenhance believe excluding them enhances management’smanagement's and investors’investors' ability to analyze underlying business performance and facilitatesfacilitate comparisons of our financial results over multiple periods. In the first quarter of 2024 the Company recognized a $5.3 million pre-tax loss on the disposition of the residential lighting business and also recognized $6.8 million of income tax expense onrelating theto salethat of the residential lighting business,transaction, primarily driven by differences between book and tax basis in goodwill. ThatIn the second quarter of 2025 the Company recognized a $0.4 million pre-tax loss on the disposition of a product line in the Electrical Solutions segment. Those losses and the related income tax expense are excluded from our adjusted operating measures.

The Company excludes these non-core items because we believe it enhances management’s and investors’ ability to analyze underlying business performance and facilitates comparisons of our financial results over multiple periods. Refer to the reconciliation of non-GAAP measures presented below,below and Note 43 – Business Acquisitions and Dispositions,Dispositions to the Consolidated Financial Statements for additional information.

Organic Netnet sales (or organic net sales growth), a non-GAAP measure, represents Net sales according to U.S. GAAP, less Net sales from acquisitions and divestitures during the first twelve months of ownership or divestiture, respectively, less the effect of fluctuations in Net sales from foreign currency exchange. The period-over-period effect of fluctuations in Net sales from foreign currency exchange is calculated as the difference between local currency Net sales of the prior period translated at the current period exchange rate as compared to the same local currency Net sales translated at the prior period exchange rate. We believe this measure provides management and investors with a more complete understanding of the underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency as these activities can obscure underlying trends. When comparing Net sales growth between periodsperiods, excluding the effects of acquisitions, business dispositions and currency exchange rates, those effects are different when comparing results for different periods. For example, because Net sales from acquisitions are considered inorganic from the date we complete an acquisition through the end of the first year following the acquisition, Net sales from such acquisitions are reflected as organic Netnet sales thereafter.

The following table reconciles Adjusted net income from continuing operations attributable to Hubbell Incorporated, Adjusted net income from continuing operations available to common shareholders, and the diluted per share amounts thereof, each a non-GAAP measure, to the directly comparable GAAP financial measures (in millions, except per share data).

S&A expense in 2024 was $812.5 million and decreased by $37.1 million compared to the prior year. This decrease was driven by lower employee incentive costs and lower professional services in the current year,2024, transaction costs in 2023 that did not repeat in 2024, partially offset by the addition of S&A expense including intangible amortization expense related to our 2023 acquisitions. S&A expense as a percentage of Net sales decreased by 140130 basis points to 14.4%14.5% in 2024.

Total other expense increased by $31.1 million in 2024 to $86.3 million compared to the prior year, primarily due to a $37.1 million increase in net interest expense and a $5.3 million loss recognized on the disposition of the residential lighting business in 2024, partially offset by $7.2 million in 2024 of TSA income related to the disposal of the residential lighting business and lower non service pension cost. The increase in interest expense was primarily attributable to debt incurred in connection with the acquisition of Northern Star Holdings, Inc. ("Systems Control.Control").

The following table reconciles our Utility Solutions segment adjusted operating income and adjusted operating margin to the directly comparable GAAP financial measure (in millions and percentage change):

Net sales in the Utility Solutions segment in 2024 were approximately $3.6 billion, an increase of 10.4% as compared to 2023. This increase was driven by a 12.9% increase in net sales from acquisitions, partially offset by a 2.4% decrease in organic net sales driven by a mid single digit percentage decrease in unit volumes partially offset by a low single digit increase in price realization. The decrease in unit volume resulted largely from volume declines in enclosures products primarily driven by prior weakness in the telcomtelecom market, as well as customer inventory management in distribution markets. These factors were partially offset by strong growth in transmission and substation markets and in grid automation projects.

Operating income in the Utility Solutions segment in 2024 was $729.8$731.8 million an increase of 3.3%4.8% compared to 2023. Operating margin declined by 140110 basis points to 20.3% in 2024. Excluding amortization of acquisition-related intangibles and transaction, integration & separation costs, the adjusted operating margin declinedwas by 40 basis points to 23.5%flat as compared to the prior year. The decrease in operating margin and adjusted operating margin includes approximately three percentage points of margin expansion from favorable price realization, improved productivity and cost management, but that expansion was more than offset by approximately threefour percentage points of margin contraction due to material and other cost inflationinflation, higher acquisition-related intangible amortization and lower unit volume. The impact of lower unit volume includes approximately 130 basis points from enclosures products, driven primarily by prior weakness in the telcomtelecom market.

The following table reconciles our Electrical Solutions segment adjusted operating income and adjusted operating margin to the directly comparable GAAP measure (in million and percentage change):

Cash provided by operating activities fromwas continuing$1,029.8 operationsmillion wasin 2025 compared to $991.2 million in 2024 compared to $880.8 million in 2023.2024. The increase was primarily due to higher net income,income afterin adjusting2025, forpartially theoffset effectby ofan non-cashincrease items, primarily depreciation and amortization expense, along with lowerin cash used for working capital and an increase in cash used for contributions to pension plans in 2025 compared to 2024.

Cash used in investing activities was $59.1$1,094.6 million in 20242025 compared to cash used of $1,380.2$59.1 million in 2023.2024. That change was driven by $958.3 million of cash used in 2025 to acquire Alliance USAcqCo 2, Inc. ("Ventev"), Nicor, Inc. ("Nicor") and Power Rose Acquisition, Inc. (and together with its subsidiaries, "DMC Power"), as compared to $122.9 million of cash proceeds in 2024 from the disposition of our residential lighting business as compared to cash used for acquisitions of $1,211.7 million in 2023.business.

Cash used in financing activities was $923.4 million in 2024 as compared to $388.5 million of cash provided by financing activities was $203.6 million in 2023.2025 as compared to $923.4 million of cash used by financing activities in 2024. The change in cash flows reflects $600 million of cash provided in December 20232025 from the Term Loan issued to partially fund the acquisition of SystemsDMC Control,Power, as compared to cash used in 2024 to extinguishrepay thata loan,previously issued Term Loan, along with an increase in dividends paid and higher share repurchases in 20242025 compared to 2023.2024.

The unfavorablefavorable impact of foreign currency exchange rates on cash was $16.4$13.9 million in 20242025 as compared to aan favorableunfavorable effect of $6.9$16.4 million in 2023.2024. The unfavorablefavorable impact in 20242025 was primarily related to weaknessstrengthening in the British Pound, Brazilian Real, Mexican Peso, and Canadian Dollar and Mexican Peso compared to the U.S. Dollar.

Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end market applications. We provide utility and electrical solutions that enable our customers to operate critical infrastructure reliably and efficiently, and we empower and energize communities through innovative solutions supporting energy infrastructure In Front of the Meter, on The Edge, and Behind the Meter. In Front of the Meter is where utilities transmit and distribute energy to their customers. The Edge connects utilities with owner/ operators and allows energy and data to be distributed back and forth. Behind the Meter is where owners and operators of buildings, and other critical infrastructure consume energy. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Australia, Spain, and the Republic of the Philippines. The Company also participates in joint ventures in Hong Kong and the Republic of the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East. The Company employed approximately 18,20019,400 individuals worldwide as of MarchJune 31,30, 2026.

Results for the threesix months ended MarchJune 31,30, 2026 by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

Results of Operations – FirstSecond Quarter of 2026 compared to the FirstSecond Quarter of 2025

The following is a discussion and analysis of our business, financial condition and results of operations as of and for the three and six months ended MarchJune 31,30, 2026 and 2025. This discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q (the “Condensed Financial Statements”), and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

FirstSecond quarter 2026 net sales were $1,516.7$1,711.8 million and increased by 11.1%,15.3%, driven by ana 8.2%10.2% increase in organic sales due to higher volume and favorable price realization and higher volume.realization. Acquisitions contributed to a 2.3%4.8% increase in sales, driven by the acquisitionacquisitions of NSI Industries in the second quarter of 2026, and the acquisitions of DMC and Nicor in the second half of 2025, while the impact of foreign exchange was a 0.6%0.3% increase.

Organic net sales in the Electrical Solutions segment grew by 10.6%18.3% in the firstsecond quarter of 2026 led by continued strength in the datacenterdata vertical.center, light industrial and non-residential markets. In the Utility Solutions segment, organic net sales expanded 6.8%5.5% on strength in transmission and distribution markets.

Operating margin in the firstsecond quarter of 2026 expandedcontracted by 50230 basis points to 17.4%20.4% and includes the effect of amortization of acquisition-related intangibles and transaction, integration and separation costs. Adjusted operating margin, which excludes amortization of acquisition-related intangibles and transaction, integration and separation costs, was 19.8%23.9% and expandedcontracted by 11050 basis points. That result includes margin expansion in the quarter, primarily driven by favorable price realization, and benefits from operational productivityproductivity, and higher unit volume, and the impact of acquisitions, that was partiallymore than offset by margin contraction from material and other cost inflation, including tariff expense. See the further discussion within Segment Results below.

On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Power Act ("IEEPA") exceeded presidential authority and were therefore invalid. The IEEPA tariffs were immediately replaced with tariffs under alternative statutory authority, although the scope and duration of future tariffs remain uncertain. We may be entitled to refunds of IEEPA tariffs, though the process and timing for obtaining such refunds remain uncertain. As of March 31, 2026, we have not recorded any impact for potential recovery of IEEPA tariff-related costs as refunds are uncertain.

Transaction costs are primarily professional services and other fees incurred to complete the transactions.transactions recognized within operating income, as well as $7.2 million of bridge financing costs in connection with the transactions recognized within interest expense. Integration and separation costs are the internal and external incremental costs directly relating to these activities for the acquired or divested business.

The acquisition and integration of NSI, DMC Power resulted in significant transaction and integration costs,Power, and the acquisitions and disposition completed by the Company in the fourth quarter of 2023 resulted in a significant increase in transaction, integration and separation costs. As a result, we believe excluding such costs relating to these transactions provides useful and more comparable information for investors to better assess our operating performance from period to period.

Net sales of $1,516.7$1,711.8 million in the firstsecond quarter of 2026 increased by $151.5$227.5 million compared to the firstsecond quarter of 2025. Organic net sales increased by 8.2%10.2% driven by a high single digit percentage increase in unit volume and a mid single digit percentage increase in price and a mid single digit increase in volumes.price. Net sales increased 2.3%4.8% due to acquisitions, while foreign exchange resulted in a 0.6%0.3% increase in net sales. These changes are discussed in more detail in the Segment Results section below.

As a percentage of Net sales, cost of goods sold decreasedincreased by 90140 basis points to 66.7%64.2% in the firstsecond quarter of 2026, resulting in gross profit margin expandingcontracting to 33.3%.35.8%. Approximately sevenfive percentage points of gross profit margin expansion were driven by favorable price realization, improved operational productivityproductivity, higher volume and higherthe volume,impact partiallyof acquisitions, more than offset by six percentage points of gross profit margin contraction due to material and other cost inflation, including tariff expense and higher intangible amortization expense.

S&A expense in the firstsecond quarter of 2026 was $241.5$264.4 million and increased by $29.3$48.6 million or 13.8%22.5% compared to the prior year period. This increase was driven by higher transaction and integration costs, acquisition-related intangible amortization expense, higher transaction and integration costs and the selling and administration expense added by our 2025 acquisitions, as well as higher employee compensation and benefits, in the current year compared to the prior year period. S&A expense as a percentage of Net sales was 15.9%15.4% in the firstsecond quarter of 2026, compared to 15.5%14.5% in the firstsecond quarter of 2025.

Total other expense increased by $8.3$23.8 million in the firstsecond quarter of 2026 to $27.4$44.9 million, primarily due to higher net interest expense of $8.2$24.6 million, due to higher average outstanding debt in the firstsecond quarter of 2026, primarily driven by Termadditional Loandebt borrowingissued ofto $600fund millionthe NSI Industries acquisition in June 2026 and to fund the DMC acquisition in September 2025. Net interest expense in the fourthsecond quarter of 20252026 also includes $7.2 million of bridge financing cost relating to fund a portion of the DMCNSI Industries acquisition.

The effective tax rate in the firstsecond quarter of 2026 increaseddecreased to 22.6%20.3% as compared to 22.2%22.1% in the firstsecond quarter of 2025, primarily due to higherthe incomerelease taxof reserves,a partiallyvaluation allowance and the recognition of benefits associated with an advance energy project credit. These benefits more than offset bythe higherunfavorable stock-basedimpact compensationof benefitstransaction-related recordedcosts in the firstsecond quarter of 2026 when compared to the first quarter of 2025.

Net income attributable to Hubbell Incorporated was $181.8$240.4 million in the firstsecond quarter of 2026 and increaseddecreased 11.4%1.6% as compared to the same period of the prior year, reflecting the factors described above. As a result, earnings per diluted share in the firstsecond quarter of 2026 increaseddecreased 12.5%0.9% as compared to the firstsecond quarter of 2025. Adjusted net income attributable to Hubbell Incorporated, which excludes amortization of acquisition-related intangible assets and transaction, integration & separation costs for both periods, and a loss on disposition of a business during the second quarter of 2025 was $209.9$293.7 million in the firstsecond quarter of 2026 and increased by 15.1%11.1% as compared to the firstsecond quarter of 2025.

Net sales in the Utility Solutions segment in the firstsecond quarter of 2026 were $948.9$1,025.8 million, and increased by $91.8$90.3 million, or 10.7%,9.7%, as compared to the firstsecond quarter of 2025. That increase was driven by a 6.8%5.5% increase in organic net sales, a 3.5%3.9% increase due to acquisitions and a 0.4%0.3% increase due to foreign exchange. The increase in organic net sales was driven by a midlow single digit percentage increase in price realization and a low single digit increase in unit volume. Strong substation, transmission and distribution markets drove volume growth in the quarter, which was partially offset by a decrease in volume within Grid Automation products from weak advanced metering infrastructure and meter project activity compared to the prior year.quarter.

Operating income in the Utility Solutions segment for the firstsecond quarter of 2026 was $175.1$233.9 million, an increase of 16.1%7.2% compared to the firstsecond quarter of 2025. Operating margin increaseddecreased by 9050 basis points to 18.5%22.8% in the firstsecond quarter of 2026. Excluding amortization of acquisition-related intangible assets and transaction, integration & separation costs, the adjusted operating margin increased by 19010 basis points to 21.8%.25.6%. That increase includes approximately sixfour percentage points of margin expansion due to favorable price realization, improved operational productivity, higher unit volumes and the impact of acquisitions. Those increases were partially offset by approximately four percentage points of margin contraction due to material and other cost inflation, including tariff expense.

Net sales in the Electrical Solutions segment in the firstsecond quarter of 2026 were $567.8$686.0 million and increased by $59.7$137.2 million, or 11.8%,25.1%, as compared to the firstsecond quarter of 2025. That increase includes 10.6%18.3% growth in organic net sales, a 0.9%6.5% increase due to foreign exchangeacquisitions and a 0.3% increase due to acquisitions.foreign exchange. The increase in organic net sales was driven by a highlow double digit percentage increase due to unit volume and a mid single digit percentage increase due to price realization and a mid single digit percentage increase in unit volume.realization. Volume growth in the firstsecond quarter of 2026 was driven primarily by strength in the datacenterdata andcenter, light industrial markets,and partially offset by softness in the heavy industrialnon-residential markets.

Operating income in the Electrical Solutions segment for the firstsecond quarter of 2026 was $88.7$114.7 million and increaseddecreased by 11.4%2.9% compared to the firstsecond quarter of 2025, while operating margin in the firstsecond quarter of 2026 contracted by 10480 basis points to 15.6%.16.7%. Excluding amortization of acquisition-related intangibles and transaction, integration and separation costs, the adjusted operating margin contracted by 30130 basis points to 16.4%.21.2%. The decrease in operating margin was primarily due to approximately teneight percentage points of margin contraction driven by higher material and other cost inflation, including tariff expense and higher restructuring investment. Those factors were partially offset by approximately tenseven percentage points of margin expansion due to favorable price realization, higher price,unit volume, improved operational productivity and favorablethe priceimpact realization.of acquisitions.