NVT 10-K & 10-Q changes, risk factors and insider trading
nVent Electric plc · NYSE · Special Industry Machinery (No Metalworking Machinery) · CIK 1720635 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “A loss of, or material cancellation, reduction, or delay in purchases by or delivery of products to, one or more of our largest customers could harm our business.”
New heading “We may use artificial intelligence in our business, and challenges with properly managing its use could result in potential regulatory, financial and reputational risks.”
Largest changes
As a result of changes to U.S. and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S. particularly tariffs on steel, aluminum and copper and products manufactured in China, Canada and Mexico, and adverse responses by foreign governments to U.S. trade policies, among other possible changes.see in full comparisonTheBeginning in the second quarter of 2025, new tariffs were announced on imports to the U.S.administration(“U.S. Tariffs”), including additional tariffs on imports from China, Mexico and the European Union (“EU”), among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications to the U.S. Tariffs have been announced and further changes could be made in the future. The ultimate impact of such changes remains uncertain and will depend on several factors, including whether additional or incremental U.S. Tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. Additionally, the U.S. government has announceditenhancedintendsfocustoonimplementcustomsorenforcement,increaseincludingtariffsthroughandtheitcreationremainsofunclearawhatTrade Fraud Task Force, a cross-agency initiative of the U.S.administrationDepartmentsorofforeignJusticegovernmentsand Homeland Security to address trade fraud, tariff evasion, and customs violations. This heightened enforcement paradigm, along with the ongoing litigation regarding tariffs imposed under the International Emergency Economic Powers Act (IEEPA) that was recently heard by the U.S. Supreme Court, have created additional uncertainty as to the scale and short and long-term effect these tariffs willor will not do with respect to tariffs or trade agreements and policies.have. A trade war, other governmental action related to tariffs or trade agreements, changes in 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 purchase, manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
“Further, we are subject to additional federal, state, international and national European and U.S. regulations relating to climate and environmental risk, which are continually evolving. Regulators in Europe and the U.S. have focused efforts on increased disclosure related to climate change and mitigation efforts. …”see in full comparison
“Further, concern over climate change has led to legislative and regulatory initiatives across various jurisdictions in which we operate related to disclosures and reporting, including for example the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive. Proposals that would impose mandatory disclosure requirements on sustainability matters and greenhouse gas emissions continue to be considered by policy makers and regulators. …”see in full comparison
“We may use artificial intelligence in our business, and challenges with properly managing its use could result in potential regulatory, financial and reputational risks.”see in full comparison
“Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S. …”see in full comparison
“A loss of, or material cancellation, reduction, or delay in purchases by or delivery of products to, one or more of our largest customers could harm our business.”see in full comparison
Full comparison: every changed paragraph (23)
We compete in various geographic regions and product markets around the world. Among these, the most significant are global infrastructure, industrial, infrastructure and commercial and residential markets. We expect to experience fluctuations in revenues and results of operations due to economic and business cycles. Important factors for our business and the businesses of our customers include the overall strength of the global economy and our customers’ confidence in the economy, industrial and governmental capital spending, the strength of infrastructure and commercial and residential markets, unemployment rates, availability of commercial financing, interest rates, inflation rates, and energy and commodity prices. Recessions, economic downturns, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring charges, and adversely impact our ability to grow or sustain our business. Macroeconomic and political instability caused by global supply chain disruptions, inflation and the strengtheningstrength of the U.S. dollar could adversely impact our results of operations. In addition, military conflicts and their impact on economies may adversely impact our results of operations. The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns. While we attempt to minimize our exposure to economic or market fluctuations by serving a balanced mix of end markets and geographic regions, any of the above factors, individually or in the aggregate, or a significant or sustained downturn in a specific end market or geographic region could reduce demand for our products and services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We operate in global markets that are characterized by customer demand that is often global in scope but localized in delivery. We compete with thousands of smaller regional and local companies that may be positioned to offer products produced at lower cost than ours, or to capitalize on highly localized relationships. Also, in several emerging markets potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to regulatory, climate changesustainability and social responsibility matters. Accordingly, our future success depends upon a number of factors, including our ability to adapt our products, services, organization, workforce and sales strategies to fit localities throughout the world, particularly in high-growth emerging markets; identify emerging technological and other trends in our target end markets; and develop or acquire competitive products and services and bring them to market quickly and cost-effectively. The failure to effectively adapt our products or services could have a material adverse effect on our business, financial condition, results of operations and cash flows.
It may be difficult for us to complete transactions quickly and to integrate acquired operations efficiently into our business operations.operations or realize expected financial benefits of acquired businesses. Any acquisitions or investments may not be successful and may ultimately result in impairment charges and have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue. Backlog may increase or decrease based on the addition of large multi-year projects and their subsequent completion. Backlog may also be favorably or unfavorably affected by foreign currency rate fluctuations. The dollar amount of backlog as of December 31, 20242025 was $749.3$2.3 million.billion. The timing of our recognition of revenue out of our backlog is subject to a variety of factors that may cause delays, many of which, including fluctuations in our customers’ delivery schedules, are beyond our control. Such delays may lead to significant fluctuations in results of operations from quarter to quarter, making it difficult to predict our financial performance on a quarterly basis. Further, while we have historically experienced few order cancellations and the amount of order cancellations has not been material compared to our total contract volume, if we were to experience a significant amount of cancellations of or reductions in purchase orders, it would reduce our backlog and, consequently, our future sales and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our future revenue and overall results of operations require us to successfully bid on new contracts and, in particular, contracts for large greenfield projects, which are frequently subject to competitive bidding processes. Our revenue from major projects depends in part on the level of capital expenditures in some of our principal end markets, particularly in the infrastructure vertical, which includes our data solutionscenters and power utilities businesses. The number of such projects we win in any year fluctuates, and is dependent upon the number of projects available and our ability to bid successfully for such projects. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors, such as competitive position, market conditions, financing arrangements and required governmental approvals. If negative market conditions arise, or if we fail to secure adequate financial arrangements or required governmental approvals, we may not be able to pursue particular projects or win new contracts, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
A loss of, or material cancellation, reduction, or delay in purchases by or delivery of products to, one or more of our largest customers could harm our business.
Our net sales to our largest customer represented approximately 11% of our consolidated net sales in 2025. While we do not have any other customers that accounted for more than 10% of our consolidated net sales in 2025, we have other customers that are key to the success of our business. Our concentration of sales to a number of larger customers makes our relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products. Our customers also may be impacted by economic conditions in the industries of those customers, which could result in reduced demand for or a delay in purchases of our products. In addition, our customers may cancel orders for purchases of our products or may not order products at rates consistent with past order levels, or we may not be able to timely deliver products to our largest customers due to supply chain interruptions or otherwise. We cannot provide assurance that we will be able to retain our largest customers. In addition, some of our customers may shift their purchases to our competitors in the future. The loss of one or more of our largest customers, any material cancellation, reduction, or delay in purchases by or delivery of products to these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
As a result of changes to U.S. and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S. particularly tariffs on steel, aluminum and copper and products manufactured in China, Canada and Mexico, and adverse responses by foreign governments to U.S. trade policies, among other possible changes. TheBeginning in the second quarter of 2025, new tariffs were announced on imports to the U.S. administration(“U.S. Tariffs”), including additional tariffs on imports from China, Mexico and the European Union (“EU”), among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications to the U.S. Tariffs have been announced and further changes could be made in the future. The ultimate impact of such changes remains uncertain and will depend on several factors, including whether additional or incremental U.S. Tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. Additionally, the U.S. government has announced itenhanced intendsfocus toon implementcustoms orenforcement, increaseincluding tariffsthrough andthe itcreation remainsof uncleara whatTrade Fraud Task Force, a cross-agency initiative of the U.S. administrationDepartments orof foreignJustice governmentsand Homeland Security to address trade fraud, tariff evasion, and customs violations. This heightened enforcement paradigm, along with the ongoing litigation regarding tariffs imposed under the International Emergency Economic Powers Act (IEEPA) that was recently heard by the U.S. Supreme Court, have created additional uncertainty as to the scale and short and long-term effect these tariffs will or will not do with respect to tariffs or trade agreements and policies.have. A trade war, other governmental action related to tariffs or trade agreements, changes in 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 purchase, manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Growing concerns over climate change have resulted in, and may continue to result in, new laws, regulations and accords intended to reduce or limit emissions of certain greenhouse gases. Existing and new laws, regulations and accords relating to emissions of certain greenhouse gases may be difficult and costly to comply with, may adversely impact certain aspects of our operations (including but not limited to the manufacture and distribution of our products), may adversely impact certain industries in which we operate, may result in increased energy, input, compliance and other costs, and may decrease demand for certain of our products. Because it is uncertain what laws will be enacted, we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.
Further, concern over climate change has led to legislative and regulatory initiatives across various jurisdictions in which we operate related to disclosures and reporting, including for example the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive. Proposals that would impose mandatory disclosure requirements on sustainability matters and greenhouse gas emissions continue to be considered by policy makers and regulators. We cannot predict what climate change related legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or interpreted, or if and to what extent existing or future laws or regulations may be subsequently rolled back. Compliance may significantly increase compliance burdens and associated regulatory costs and complexity, and the failure to comply with such legislation and regulations could result in fines to us, and could affect our business, financial condition, results of operations and cash flows.
We may make public statements about various sustainability-related matters and initiatives from time to time, including on our website, in our press releases, in our sustainability report, and in other communications. Addressing stakeholder expectations and regulatory requirements relating to sustainability matters requires an investment of time, money and other resources, any or all of which may increase our cost of doing business. As investor and other stakeholder expectations relating to sustainability matters change and evolve over time, any failure or perceived failure by us to adequately address those expectations may damage our reputation , which could adversely impact the perception of our brands and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations or financial condition.
Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S. Environmental Protection Agency ("EPA") has published findings that emissions of carbon dioxide, methane, and other greenhouse gases ("GHGs") present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth's atmosphere and other climate changes. Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources. In addition, various federal, state and international regulatory agencies have considered other legislation and regulatory proposals to reduce emissions of GHGs, and many have already taken legal measures to reduce emissions of GHGs, primarily through the development of carbon tax, GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs. It is uncertain whether, when and in what form a federal mandatory carbon dioxide emissions reduction program, or other state or international programs, may be adopted. To the extent our customers, particularly our industrial customers, are subject to any of these or other similar proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs incurred by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services. These actions could also increase costs associated with our operations, including costs for raw materials and transportation. Because it is uncertain what laws will be enacted, we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.
Further, we are subject to additional federal, state, international and national European and U.S. regulations relating to climate and environmental risk, which are continually evolving. Regulators in Europe and the U.S. have focused efforts on increased disclosure related to climate change and mitigation efforts. The European Union adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive ("CSRD") that imposes disclosure of the risks and opportunities arising from social and environmental issues, and on the impact of companies’ activities on people and the environment. Similarly, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. Compliance may significantly increase compliance burdens and associated regulatory costs and complexity, and the failure to comply with such legislation and regulations could result in fines to us, and could affect our business, financial condition, results of operations and cash flows.
In addition, as part of our strategy regarding climate change and sustainability matters, we have set and may set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters. Actions we take to achieve our targets or strategy could result in increased costs to our operations. We may not be able to achieve such targets or our desired impact, and any future investments we make in furtherance of achieving such targets and strategy may not meet investor expectations or standards regarding sustainability performance. Moreover, we may determine that it is in the best interest of our company and our shareholders to prioritize other business, social, governance or sustainable investments over the achievement of our current targets based on economic, regulatory and social factors, business strategy or pressure from investors or other stakeholders.
As investors and other stakeholders are increasingly focused on sustainability matters, and as stakeholder sustainability expectations and standards are evolving, we may not be able to sufficiently respond to these evolving standards and expectations. Furthermore, we could be criticized for the accuracy or completeness of the disclosure of our sustainability initiatives. If we are unable to meet our targets or successfully implement our strategy, or our sustainability reporting is inaccurate or incomplete, then we could suffer from reputational damage and incur adverse reaction from investors and other stakeholders, which could adversely impact the perception of our brands and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations or financial condition.
We rely upon information technology systems and networks in connection with a variety of business activities, some of which are managed by third parties. As our business increasingly interfaces with employees, customers, distributors and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into smartconnected products and Internet of Things subjects us to increased cyber and technology risks. The secure operation of these information technology systems and networks is critical to our business operations and strategy.
Cybersecurity threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.sophistication, including the risk that threat actors will leverage emerging technology, such as artificial intelligence, to exploit vulnerabilities. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of the data we process and maintain and pose a risk of theft to our assets. The risk of cybersecurity attacks may increase as artificial intelligence capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks, with the possibility of additional vulnerabilities being introduced through our own use of artificial intelligence and its use by our stakeholders, including vendors and customers. Establishing systems and processes to address these threats and changes in legal requirements relating to data collection and storage may increase our costs. Previous cybersecurity incidents have not materially affected us, including our business strategy, results of operations or financial condition. There can be no assurance of similar results in the future. Should future attacks succeed, it could expose us and our employees, customers, distributors and suppliers to the theft of assets, misuse of information or systems, the compromising of confidential information, manipulation and destruction of data, product failures, production downtimes and operations disruptions. The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. In addition, such cybersecurity incidents could result in litigation, regulatory action and potential liability and the costs and operational consequences of implementing further cybersecurity measures.
We collect and store data that is sensitive to us and our employees, customers, distributors and suppliers. A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data. Many foreign data privacy regulations, including the General Data Protection Regulation (the “GDPR”) in the European UnionEU and the U.K., are more stringent than federal regulations in the United States. Within the United States, many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act. These laws and regulations are rapidly evolving and changing, and could have an adverse effect on our operations. Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how they may be interpreted by courts and governmental authorities. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs, and/or result in interruptions or delays in the availability of systems. In the case of non-compliance with these laws, including the GDPR, regulators have the authority to levy significant fines. In addition, if there is a breach of privacy, we may be required to make notifications under data privacy laws or regulations, or could become subject to litigation. The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
We may use artificial intelligence in our business, and challenges with properly managing its use could result in potential regulatory, financial and reputational risks.
We may use artificial intelligence in our business operations. Challenges associated with developing, deploying and governing such technologies could adversely affect our business, reputation and competitive position. The development and use of artificial intelligence involve risks, including the potential for inaccurate, incomplete or biased outputs, that could lead to errors in our decision-making and adversely impact business operations. In addition, employee use of artificial intelligence tools could result in the inadvertent disclosure of confidential or proprietary information to third parties, the misuse of our intellectual property or claims that we have violated third party intellectual property rights.
The rapid evolution of artificial intelligence technologies, together with emerging and potentially divergent governmental regulations and industry standards, may require ongoing investment in governance, monitoring, data security, training and compliance. Failure to appropriately develop, manage, secure and oversee our artificial intelligence activities could expose us to legal liability, operational disruptions, reputational harm and other adverse effects on our business and results of operations.
Sales outside of the U.S. for the year ended December 31, 20242025 accounted for approximately 28%24% of our net sales. Our financial statements reflect translation of items denominated in non-U.S. currencies to U.S. dollars. Therefore, if the U.S. dollar strengthens in relation to the principal non-U.S. currencies from which we derive revenue as compared to a prior period, our U.S. dollar-reported revenue and income will effectively be decreased to the extent of the change in currency valuations and vice-versa. For the year ended December 31, 2024,2025, foreign currency translations did not have ana significant impact on our net sales. Fluctuations in foreign currency exchange rates, most notably the strengthening of the U.S. dollar against the euro, could have a material adverse effect on our reported revenue and income in future periods.
While we believe that we should be able to maintain a worldwide effective corporate tax rate that is competitive in our industry, we cannot give any assurance as to what our effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax policies of the jurisdictions where we operate. Our actual effective tax rate may vary from our expectation and that variance may be material. Also, the tax laws of the U.S., the U.K., Ireland and other jurisdictions could change in the future, and such changes could cause a material change in our worldwide effective corporate tax rate. For example, the Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024,2024. whichCountries resultedcontinue to announce changes in antheir increasetax laws and regulations based on the Pillar II framework. While we continue to ourevaluate effectivethe impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax rateauthorities in 2024.affected jurisdictions. In addition, legislative or administrative action could be taken by the U.S., the U.K., Ireland or the European UnionEU which could override tax treaties or modify tax statutes or regulations upon which we expect to rely, limit the availability of tax benefits or deductions we currently claim or otherwise affect the taxes imposed on our worldwide operations and materially adversely affect our effective tax rate. We cannot predict the outcome of any specific legislative proposals. If proposals were enacted that had the effect of disregarding our incorporation in Ireland or limiting our ability as an Irish company to maintain tax residency in the U.K. and take advantage of the tax treaties among the U.S., the U.K. and Ireland, we could be subject to increased taxation, which could materially adversely affect our financial condition, results of operations, cash flows or our effective tax rate in future reporting periods.
Management's Discussion & Analysis (MD&A)
New heading “Income from discontinued operations, net of tax”
New heading “Income from discontinued operations, net of tax, of $281.7 million in 2025 was primarily the result of:”
New heading “Systems Protection”
Removed heading “The 16.3 percent increase in net sales in 2023 from 2022 was primarily the result of:”
Removed heading “The 4.4 percentage point increase in gross profit as a percentage of net sales in 2023 from 2022 was primarily the result of:”
Removed heading “The 0.5 percentage point increase in SG&A expense as a percentage of net sales in 2023 from 2022 was driven by:”
Removed heading “The increase in net interest expense in 2023 from 2022 was the result of:”
Removed heading “Gain on sale of investment”
Removed heading “The 35.3 percentage point decrease in the effective tax rate in 2023 from 2022 was primarily the result of:”
Removed heading “The 13.5 percent increase in Enclosures net sales in 2024 from 2023 was primarily the result of:”
Removed heading “The 4.6 percentage point increase in segment income for Enclosures as a percentage of net sales in 2023 from 2022 was primarily the result of:”
Removed heading “The 34.3 percent increase in Electrical & Fastening Solutions net sales in 2023 from 2022 was primarily the result of:”
Removed heading “The 3.3 percentage point increase in segment income for Electrical & Fastening Solutions as a percentage of net sales in 2023 from 2022 was primarily the result of:”
Largest changes
“•During 2024 and 2025, we experienced general inflationary increases, primarily related to labor, transportation and raw material costs. In addition, we continue to monitor and evaluate recently implemented tariffs, and the potential imposition of modified or additional tariffs. We may experience increased supply chain challenges, inflationary cost increases, and economic uncertainty due to the rapid changes in global trade policies. The effects from new tariffs imposed in 2025 did not have a material impact on our financial results in 2025 due to mitigating actions. …”see in full comparison
“•During 2023 and 2024, we experienced inflationary increases, primarily related to labor and raw material costs. We have taken pricing actions and implemented productivity improvements that could help offset these cost increases. We expect inflationary cost increases, including the impacts of tariffs, to continue into 2025, which could negatively impact our results of operations.”see in full comparison
“The 3.3 percentage point increase in segment income for Electrical & Fastening Solutions as a percentage of net sales in 2023 from 2022 was primarily the result of:”see in full comparison
“The 4.6 percentage point increase in segment income for Enclosures as a percentage of net sales in 2023 from 2022 was primarily the result of:”see in full comparison
“The 4.4 percentage point increase in gross profit as a percentage of net sales in 2023 from 2022 was primarily the result of:”see in full comparison
“The 34.3 percent increase in Electrical & Fastening Solutions net sales in 2023 from 2022 was primarily the result of:”see in full comparison
Full comparison: every changed paragraph (147)
This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the TrachteElectrical Products Group acquisition; competition and pricing pressures in the markets we serve, including theserve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.
The following is the discussion and analysis of changes in the financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024. The discussion and analysis of fiscal year 2023 and changes in the financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 that are not included in this Form 10-K may be found in Part II, ITEM 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 18, 2025.
The terms "us," "we," "our," "the Company" or "nVent" refer to nVent Electric plc. nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We connect and protect some of the world's most critical electrical systems to make them safer, more efficient and resilient. We design, manufacture, market, install and service high performance products and solutions that connect and protect mission critical equipment, buildings and essential processes. We have a comprehensive portfolio of bus systems, cable management, control buildings, cooling solutions, both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and switchgear systems, and we are recognized globally for quality, reliability and innovation.
We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: EnclosuresSystems Protection and Electrical & Fastening Solutions,Connections, which represented approximately 61%67% and 39%33% of total revenues during 2024,2025, respectively. In the first quarter of 2025, we will be renamingrenamed our Enclosures segment to Systems Protection,Protection and our Electrical & Fastening Solutions segment to Electrical Connections.
•EnclosuresSystems (to be renamedProtection—The Systems Protection beginning in the first quarter of 2025)—The Enclosures segment provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildingsbuildings, switchgear systems and power distribution solutions help protect operating environments for mission critical applications in industrial,infrastructure, infrastructure,industrial and commercial and energy verticals.
•Electrical & Fastening Solutions (to be renamed Electrical Connections beginning in the first quarter of 2025)—The Electrical & Fastening SolutionsConnections segment provides innovative solutions that connect power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our bus systems, cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across a wide range of verticals, including commercial and residential, infrastructure,infrastructure and industrial and energy.verticals.
On May 18, 2023, as part of our Electrical & Fastening SolutionsConnections reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management. The purchase price was funded primarily through borrowings under the 2033 Notes and 2023 Term Loan Facility (as defined below).
On July 10, 2023, we acquired TEXA Industries for approximately $34.8 million in cash. TEXA Industries is an Italian manufacturer of industrial cooling applications that we will market as part of the nVent HOFFMAN product line within our Enclosures segment.
On July 16, 2024, we completed the acquisition of the Trachte, LLC ("Trachte") as part of our EnclosuresSystems Protection reporting segment, for approximately $687.5$0.7 millionbillion in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets. The purchase price was funded primarily through borrowings under the 2024 Term Loan Facility and Revolving Credit Facility (as defined below).
On JulyJanuary 31,30, 2024,2025, we enteredcompleted intothe asale definitiveof agreement to sell ourthe Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for a purchase price of $1.7$1.6 billion in cash,net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business arehave reportedbeen presented as a discontinued operationoperations in our Consolidated Financial Statements for all periods presented. The assets and liabilities of this business have been reclassifiedpresented as held for sale in the Consolidated Balance Sheets for all periods presented.presented prior to the sale. The Thermal Management business was previously disclosed as a stand-alone reporting segment. On January 30, 2025, we completed the sale of the Thermal Management business. For further details, see ITEM 8, Note 6 of the Notes to the Consolidated Financial Statements.
On May 1, 2025, we completed the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") for approximately $1.0 billion. We funded the purchase price for the acquisition with available cash on hand. The Electrical Products Group is a leading provider of infrastructure solutions, designed to help ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. We operate the Electrical Products Group predominantly within our Systems Protection reporting segment.
•During 2024 and 2025, we experienced general inflationary increases, primarily related to labor, transportation and raw material costs. In addition, we continue to monitor and evaluate recently implemented tariffs, and the potential imposition of modified or additional tariffs. We may experience increased supply chain challenges, inflationary cost increases, and economic uncertainty due to the rapid changes in global trade policies. The effects from new tariffs imposed in 2025 did not have a material impact on our financial results in 2025 due to mitigating actions. We have taken pricing actions, and may take additional pricing actions going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that have helped, and could continue to help, offset expected cost increases. Given the uncertainty regarding the scope and duration of tariffs and other changes in trade policies, the potential impact remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue in 2026 and beyond, which could negatively impact our results of operations.
•During 2023 and 2024, we experienced inflationary increases, primarily related to labor and raw material costs. We have taken pricing actions and implemented productivity improvements that could help offset these cost increases. We expect inflationary cost increases, including the impacts of tariffs, to continue into 2025, which could negatively impact our results of operations.
•Our global operations make our effective tax rate sensitive to significant tax law changes. The Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax raterate. in 2024. We willCountries continue to monitorannounce changes in their tax laws and regulations based on the Pillar II framework. While we continue to evaluate the impact of these developmentslegislative changes as moreadditional countriesguidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in whichaffected we operate adopt legislation and provide guidance.jurisdictions.
•The converging megatrends of the electrification of everything, sustainability and digitalization, including the increased use of artificial intelligence, have led to sales growth, particularly in the infrastructure vertical, which includes our data solutionscenters business that is primarily in our EnclosuresSystems Protection segment. We expect these megatrends to continue and further drive sales growth in 2025.2026 and beyond.
•We have invested in innovation and new products, which has contributed to sales growth. We expect continued investment in new products to further drive sales growth in 2025.2026 and beyond.
•Executing our sustainability strategy focused on People, Products, Planet and Governance;
•Enhancing and supporting employee engagement, development and retention;
•Deploying capital strategically to drive growth and value creation;
•Enhancing and supporting employee engagement, development and retention; and
•Executing our sustainability strategy focused on People, Products, Planet and Governance.
•Optimizing working capital through inventory reduction initiatives across business segments and focused actions to optimize customer and vendor payment terms; and
•Deploying capital strategically to drive growth and value creation.
•sales of $274.4 million in 2024 as a result of the ECM Industries, Trachte and TEXA Industries acquisitions; and
•organic sales growth contribution of approximately 2.5% from our infrastructure business in 2024 from 2023, which includes selective increases in selling prices.
The 16.3 percent increase in net sales in 2023 from 2022 was primarily the result of:
•sales of $252.7$489.9 million in 20232025 as a result of the ECMElectrical IndustriesProducts Group and TEXA IndustriesTrachte acquisitions; and
•organic sales growth contribution of approximately 2.5%, 1.5%, and 1.0%12.0% from our infrastructure,infrastructure commercial & residential and industrial businesses, respectively,business in 20232025 from 2022,2024, which primarily includes selective increases in selling prices.
•inflationary increases, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2023.2024; and
•investments in capacity to drive growth.
•higher sales volume resulting in increased leverage on fixed expenses in cost of goods sold; and
•increased productivity as a result of supply chain management and manufacturing efficiencies.
•$17.7 million of expense related to inventory step-up recorded in 2023 as a result of the ECM Industries acquisition.
The 4.4 percentage point increase in gross profit as a percentage of net sales in 2023 from 2022 was primarily the result of:
•increases in selling prices to mitigate inflationary cost increases; and
•$17.7 million of expense related to inventory step-up recorded in 2023 as a result of the ECM Industries acquisition; and
•inflationary increases, primarily related to labor costs, compared to 2022.
•higherorganic sales volumegrowth resulting in increased leverage on fixed expenses; and
•savings generated from restructuring and other leanproductivity initiatives.
•intangible amortization expense of $147.1 million in 2025 compared to $94.7 million in 2024 compared to $69.6 million in 2023 as a result of the ECMElectrical Industries,Products Group and Trachte and TEXA Industries acquisitions;
•inflationary increases impacting our labor costs, professional fees and other administrative costs;
•investments in capacity, new products and digital to drive growth; and
•$8.8 million of impairment expense in 2024 related to equity investments recorded on a cost basis.
The 0.5 percentage point increase in SG&A expense as a percentage of net sales in 2023 from 2022 was driven by:
•investments in capacity, digital, new products, sellingproducts and marketingdigital to drive growth.
•savings generated from restructuring and other lean initiatives.
The increasedecrease in net interest expense in 20242025 from 20232024 was primarily the result of:
•the repayment of certain outstanding term loan facilities during 2025; and
•interest income earned on the cash proceeds from the sale of the Thermal Management business.
•increased debt due to the acquisition of Trachte.
The increase in net interest expense in 2023 from 2022 was the result of:
•increased debt due to the acquisition of ECM Industries;
•increased variable interest rates compared to the same periods of the prior year; and
•the amortization of debt issuance costs of $3.6 million during 2023 related to financing commitments for the bridge loan facility established in connection with the acquisition of ECM Industries.
Gain on sale of investment
In 2023, we recorded a $10.3 million gain related to the sale of a $3.8 million equity investment recorded on a cost basis.
In 2024, 20232025 and 2022,2024, we recognized a pre-tax, non-cash pension and other post-retirement mark-to-market gain of $0.1 million, a loss of $13.4$12.9 million and a gain of $61.9$0.1 million, respectively.
Provision (benefit) for income taxes
The 66.421.8 percentage point increasedecrease in the effective tax rate in 20242025 from 20232024 was primarily the result of:
•$92.8 million of non-cash expense recorded in 2024 related to the establishment of valuation allowances on deferred tax assets related to tax-deductible statutory losses in Luxembourg initially established in 2023;2023.
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Gross profit for the second quarter and first half of 2026 also benefited from approximately $25 million in reimbursements of tariffs previously remitted under the International Emergency Economic Powers Act ("IEEPA tariffs"), which were offset by other incremental tariffs compared to the prior year periods.”see in full comparison
Thesee in full comparison53.552.8 and 53.1 percentincreaseincreases in net sales in the second quarter and firstquarterhalf of 2026 from20252025,wasrespectively, were primarily the result of:
Thesee in full comparison2.90.7 and 1.7 percentage pointdecreasedecreases in gross profit as a percentage of net sales in the second quarter and firstquarterhalf of 2026 from20252025,wasrespectively, were primarily the result of:
Thesee in full comparison2.24.6 and 3.4 percentage pointdecreasedecreases in SG&A expense as a percentage of net sales in the second quarter and firstquarterhalf of 2026 from20252025,wasrespectively, were primarily the result of:
Thesee in full comparison76.169.6 and 72.5 percentincreaseincreases in Systems Protection net sales in the second quarter and firstquarterhalf of 2026 from20252025,wasrespectively, were primarily the result of:
Thesee in full comparison2.21.5 and 1.7 percentage pointincreaseincreases in segment income for Systems Protection as a percentage of net sales in the second quarter and firstquarterhalf of 2026 from20252025,wasrespectively, were primarily the result of:
Full comparison: every changed paragraph (60)
We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 72% and 28% of total revenues during the first threesix months of 2026, respectively.
On January 30, 2025, we completed the sale of our Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented.
The following trends and uncertainties affected our financial performance in 2025 and the first threesix months of 2026 and will likely impact our results in the future:
•During 2025 and the first threesix months of 2026, we experienced general inflationary increases, including the impacts related to tariffs, primarily related to raw materials, labor and transportation costs. We may experience increased supply chain challenges, inflationary cost increases and economic uncertainty due to the rapid changes in global trade policies. We have taken pricing actions, and may take additional pricing actions going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that have helped, and could continue to help, offset expected cost increases. The potential impact of inflationary increases, including impacts related to tariffs, remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue throughout 2026 and beyond, which could negatively impact our results of operations.
The consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:
The consolidated results of operations for the six months ended June 30, 2026 and 2025 were as follows:
N.M. - Not Meaningful
The 53.552.8 and 53.1 percent increaseincreases in net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
•organic sales growth contribution of approximately 31.0%44.0% and 38.0% from our infrastructure business in the second quarter and first half of 2026 from 2025, respectively, and approximately 2.0% from our infrastructure and commercial & residential businesses,business respectively,in both the second quarter and first half of 2026 from 2025, which includes selective increases in selling prices and growth in the data centers business; and
•sales of $137.7$51.6 million and $189.3 million in the firstsecond quarter and first half of 20262026, respectively, as a result of the Electrical Products Group acquisition.
The 2.90.7 and 1.7 percentage point decreasedecreases in gross profit as a percentage of net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
•inflationary increases, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2025;
•investments in capacity to drive growth; and
•unfavorable product mix.mix; and
•investments in capacity to drive growth.
ThisThese decreasedecreases waswere partially offset by:
Gross profit for the second quarter and first half of 2026 also benefited from approximately $25 million in reimbursements of tariffs previously remitted under the International Emergency Economic Powers Act ("IEEPA tariffs"), which were offset by other incremental tariffs compared to the prior year periods.
The 2.24.6 and 3.4 percentage point decreasedecreases in SG&A expense as a percentage of net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
ThisThese decreasedecreases waswere partially offset by:
•intangible amortization expense of $41.1 million inand the first quarter of 2026, compared to $28.2$82.2 million in the second quarter and first half of 2026, respectively, compared to $35.9 million and $64.1 million in the second quarter and first half of 2025, respectively, as a result of the Electrical Products Group acquisition;
•inflationary increases impacting our labor costs, professional fees and other administrative costs; and
•investments in capacity, new products and digital to drive growth; andgrowth.
•share-based compensation expense of $16.4 million in the first quarter of 2026, compared to $8.5 million in the first quarter of 2025, primarily as a result of substantive vesting at the grant date for certain retirement eligible employees.
The 1.40.8 percentage point decreaseincrease in the effective tax rate in the firstsecond quarter of 2026 from 2025 was primarily the result of:
• tax expense of $3.6 million in the second quarter of 2026 related to a foreign tax audit settlement; and
•increased earnings in higher tax rate jurisdictions.
• the recognition of a discrete tax benefit from stock option exercises of $3.8 million in the first quarter of 2026, compared to $0.9 million in the first quarter of 2025.
Income from discontinued operations, net of tax, of $273.7$276.5 million in the first quarterhalf of 2025 was primarily the result of:
We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. Segment income represents operating income, which includes certain corporate overhead allocations, and is exclusive of intangible amortization, acquisition related costs, costs of restructuring activities, IEEPA tariff reimbursements, "mark-to-market" gain/loss for pension, impairments and other unusual non-operating items.
The 76.169.6 and 72.5 percent increaseincreases in Systems Protection net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
•organic sales growth contribution of approximately 46.0%62.5% and 55.0% from our infrastructure business in the second quarter and 2.0%first half of 2026 from each2025, of our industrial and commercial & residential businesses,respectively, which includes selective increases in selling prices and growth in the data centers business; and
•sales of $121.0$45.2 million and $166.2 million in the firstsecond quarter and first half of 20262026, respectively, as a result of the Electrical Products Group acquisition.
The 2.21.5 and 1.7 percentage point increaseincreases in segment income for Systems Protection as a percentage of net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
ThisThese increaseincreases waswere partially offset by:
•investments in capacity, new products and digital to drive growth; and
•unfavorable product mix.mix; and
•investments in capacity, new products and digital to drive growth.
The 15.320.6 and 18.1 percent increaseincreases in Electrical Connections net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
•organic sales growth contribution of approximately 8.5% and 7.0% from our infrastructure business in the second quarter and first half of 2026 from 2025, respectively; approximately 6.5% and 4.0% from our commercial & residential business in the second quarter and first half of 2026 from 2025, respectively; and approximately 3.0% and 2.0% from our industrial business in the second quarter and first half of 2026 from 2025, respectively.
•organic sales growth contribution of approximately 6.0% from our infrastructure business; and
•sales of $16.7$6.4 million and $23.1 million in the firstsecond quarter and first half of 20262026, respectively, as a result of the Electrical Products Group acquisition.
The 3.91.4 and 2.6 percentage point decreasedecreases in segment income for Electrical Connections as a percentage of net sales in the second quarter and first quarterhalf of 2026 from 20252025, wasrespectively, were primarily the result of:
ThisThese decreasedecreases waswere partially offset by:
The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of MarchJune 31,30, 2026, we had $190.0$256.0 million of cash on hand, of which $75.1$79.6 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
Net cash provided by operating activities from continuing operations was $89.9$278.7 million in the first threesix months of 2026, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $198.1$474.0 million, partially offset by a $128.3$219.7 million increase in net working capital. The increase in working capital is primarily attributed to accounts receivable driven by the overall increase and timing of sales.
Net cash provided by operating activities from continuing operations was $63.9$154.9 million in the first threesix months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $129.4$288.0 million, partially offset by a $72.6$154.6 million increase in net working capital.
Net cash used for investing activities from continuing operations of $36.1$57.6 million in the first threesix months of 2026,2026 relatingrelates to capital expenditures.
Net cash used for investing activities from continuing operations of $15.7$1,008.0 million in the first threesix months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $975.4 million and capital expenditures of $21.1$38.0 million. Net cash provided by investing activities from discontinued operations of $1,583.1$1,584.6 million in the first threesix months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.
Net cash used for financing activities from continuing operations of $99.2 million in the first three months of 2026 relates primarily to share repurchases of $50.4 million and dividends paid of $34.2 million.
Net cash used for financing activities from continuing operations of $483.6$196.5 million in the first threesix months of 20252026 relates primarily to repayments of long-term debt of $392.5$68.3 million, dividends paid of $68.2 million and share repurchases of $53.1 million and dividends paid of $33.4$50.4 million.
Net cash used for financing activities from continuing operations of $714.0 million in the first six months of 2025 relates primarily to repayments of long-term debt of $866.3 million, share repurchases of $253.1 million and dividends paid of $65.7 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $200.0 million.
The following table presents summarized financial information as of MarchJune 31,30, 2026 for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.
(4) Includes liabilities due to non-guarantor subsidiaries of $22.4 million.
As of MarchJune 31,30, 2026, the borrowing capacity under the Revolving Credit Facility was $600.0 million.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance's election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt. As of MarchJune 31,30, 2026, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants.
During the threesix months ended MarchJune 31,30, 2026, we repurchased 0.4 million of our ordinary shares for $50.4 million under the 2024 Authorization. During the threesix months ended MarchJune 31,30, 2025, we repurchased 1.04.8 million of our ordinary shares for $53.1$253.1 million under the 2024 Authorization.
As of MarchJune 31,30, 2026, we had $96.5 million available for share repurchases under the 2024 Authorization.
On May 16, 2026, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2026 Authorization"). The 2026 Authorization began on July 23, 2026 and expires on July 22, 2029.
During the threesix months ended MarchJune 31,30, 2026, we paid dividends of $34.2$68.2 million, or $0.21$0.42 per ordinary share. During the threesix months ended MarchJune 31,30, 2025, we paid dividends of $33.4$65.7 million, or $0.20$0.40 per ordinary share.
On FebruaryMay 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share that will be paid on MayAugust 8,7, 2026, to shareholders of record at the close of business on AprilJuly 24, 2026. The balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $34.2$34.3 million and $34.6 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.
NVT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 9 filings (7 insiders, 7 trade dates, 162,329 shares, about $27.2M). Net open-market shares: -162,329 (purchases minus sales); net value about -$27.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-25 | Padmanabhan Aravind |
Gift | 660 | — | — |
| 2026-08-10 | Van Der Kolk Robert J. |
Option exercise | 5,858 | $20.22 | $118.4K |
| 2026-08-10 | Van Der Kolk Robert J. |
Open-market sale | 5,858 | $164.32 | $962.6K |
| 2026-08-05 | Wozniak Beth |
Open-market sale | 3,240 | $165.34 | $535.7K |
| 2026-08-05 | Wozniak Beth |
Open-market sale | 5,885 | $163.61 | $962.8K |
| 2026-08-05 | Wozniak Beth |
Open-market sale | 4,856 | $162.71 | $790.1K |
| 2026-08-05 | Wozniak Beth |
Option exercise | 46,261 | $25.34 | $1.2M |
| 2026-08-05 | Wozniak Beth |
Open-market sale | 32,280 | $164.73 | $5.3M |
| 2026-08-05 | Wacker Randolph A. |
Open-market sale | 22,525 | $164.62 | $3.7M |
| 2026-07-17 | Jain Nitin |
Shares withheld for tax | 283 | $154.92 | $43.8K |
| 2026-07-17 | Leopold Diane |
Shares withheld for tax | 222 | $154.92 | $34.4K |
| 2026-06-10 | Jain Nitin |
Grant/award | 1,594 | — | — |
| 2026-05-19 | Heath Lynnette R |
Gift | 110 | — | — |
| 2026-05-15 | Scheu Greg |
Shares withheld for tax | 355 | $169.01 | $60.0K |
| 2026-05-15 | Parker Herbert K |
Shares withheld for tax | 602 | $169.01 | $101.7K |
| 2026-05-15 | Parker Herbert K |
Grant/award | 976 | — | — |
| 2026-05-15 | Palmer Nicola |
Grant/award | 976 | — | — |
| 2026-05-15 | Palmer Nicola |
Shares withheld for tax | 355 | $169.01 | $60.0K |
| 2026-05-15 | Ostling Danita K |
Shares withheld for tax | 355 | $169.01 | $60.0K |
| 2026-05-15 | Ostling Danita K |
Grant/award | 976 | — | — |
| 2026-05-15 | Leopold Diane |
Grant/award | 976 | — | — |
| 2026-05-15 | Ducker Michael L |
Grant/award | 976 | — | — |
| 2026-05-15 | Ducker Michael L |
Shares withheld for tax | 602 | $169.01 | $101.7K |
| 2026-05-15 | Cameron Susan M. |
Shares withheld for tax | 602 | $169.01 | $101.7K |
| 2026-05-15 | Cameron Susan M. |
Grant/award | 976 | — | — |
| 2026-05-15 | Burris Jerry W |
Shares withheld for tax | 602 | $169.01 | $101.7K |
| 2026-05-15 | Burris Jerry W |
Grant/award | 976 | — | — |
| 2026-05-15 | Aaholm Sherry A |
Shares withheld for tax | 602 | $169.01 | $101.7K |
| 2026-05-15 | Aaholm Sherry A |
Grant/award | 976 | — | — |
| 2026-05-15 | Padmanabhan Aravind |
Option exercise | 2,166 | $46.15 | $100.0K |
| 2026-05-13 | Zawoyski Sara E |
Open-market sale | 2,397 | $172.94 | $414.5K |
| 2026-05-13 | Zawoyski Sara E |
Open-market sale | 27,015 | $172.45 | $4.7M |
| 2026-05-11 | Padmanabhan Aravind |
Open-market sale | 15,942 | $174.00 | $2.8M |
| 2026-05-11 | Padmanabhan Aravind |
Option exercise | 15,942 | $33.43 | $532.9K |
| 2026-05-11 | Bennett Martha Claire |
Option exercise | 2,457 | $56.35 | $138.5K |
| 2026-05-11 | Bennett Martha Claire |
Open-market sale | 1,321 | $170.00 | $224.6K |
| 2026-05-11 | Bennett Martha Claire |
Open-market sale | 2,457 | $170.00 | $417.7K |
| 2026-05-06 | Heath Lynnette R |
Option exercise | 27,471 | $25.92 | $712.0K |
| 2026-05-06 | Heath Lynnette R |
Gift | 210 | — | — |
| 2026-05-06 | Heath Lynnette R |
Open-market sale | 24,360 | $167.54 | $4.1M |
| 2026-05-06 | Heath Lynnette R |
Open-market sale | 3,111 | $167.97 | $522.6K |
| 2026-05-05 | Padmanabhan Aravind |
Open-market sale | 6,988 | $170.38 | $1.2M |
| 2026-05-04 | Wozniak Beth |
Gift | 3,818 | — | — |
| 2026-05-04 | Wacker Randolph A. |
Option exercise | 4,036 | $20.22 | $81.6K |
| 2026-05-04 | Wacker Randolph A. |
Open-market sale | 4,036 | $165.57 | $668.2K |
| 2026-05-04 | Wacker Randolph A. |
Option exercise | 58 | $25.34 | $1.5K |
| 2026-05-04 | Wacker Randolph A. |
Open-market sale | 58 | $165.50 | $9.6K |
| 2026-04-10 | Devese Mellinda |
Grant/award | 5,362 | — | — |
| 2026-04-10 | Devese Mellinda |
Grant/award | 7,659 | — | — |
| 2026-04-10 | Corona Gary Louis |
Shares withheld for tax | 4,670 | $130.56 | $609.7K |
| 2026-04-10 | Coleman Brian C. |
Shares withheld for tax | 2,491 | $130.56 | $325.2K |
Well-known investors holding NVT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,523,257 | $420.3M | 0.15% | Added 22% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,613,365 | $273.6M | 0.16% | Reduced 11% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,521,199 | $258.0M | 0.17% | Reduced 66% |
| PRIMECAP Management | 2026-06-30 | 573,850 | $97.3M | 0.06% | No change |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 569,858 | $96.7M | 0.15% | Reduced 16% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 551,402 | $93.5M | 0.22% | Reduced 2% |
| Bridgewater Associates | 2026-06-30 | 242,970 | $41.2M | 0.17% | Reduced 7% |
| Two Sigma Investments | 2026-06-30 | 157,724 | $26.8M | 0.02% | Added 26% |
| D. E. Shaw & Co. | 2026-06-30 | 66,267 | $11.2M | 0.01% | Added 15% |
| First Eagle Investment Management | 2026-06-30 | 10,375 | $1.8M | 0.0% | No change |