Amphenol (APH) 10-K risk factor changes: FY2025 vs FY2024

During [removed: 2024,] [added: 2025,] non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately [removed: 22%] [added: 16%] of the Company’s net sales.

The Company employs [removed: nearly] [added: approximately] 90% of its [added: workforce outside the United States.]

During the last few years, there have [removed: also] been significant changes to U.S. and other countries’ trade policies, export control laws, sanctions, legislation, treaties and tariffs, [removed: including, but not limited to,] [added: including] U.S. trade policies and tariffs affecting [removed: China and certain] [added: several] of the [removed: other] countries in which we operate.

We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), [removed: or] what actions may be taken by the other countries in [removed: retaliation.][added: retaliation or whether we would be able to fully mitigate the impact of any such actions by pricing or other measures.]

The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets or to some customers, which may result in declines in our [added: net] sales and operating income.

We have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which [removed: have become stricter.][added: are subject to increased regulatory scrutiny and oversight.]

●effects of significant changes in economic, monetary and/or fiscal policies, including interest rate changes by the U.S. Federal Reserve or other international central banking systems, foreign currency [removed: fluctuations,] [added: fluctuations and] significant income tax [removed: changes and inflationary pressures;][added: changes;]

●intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and Russia, [removed: as well as between Israel and its adversaries in the Middle East,] trade wars, cyberattacks and acts of terrorism or war;

●changes in exchange control [removed: regulations,] [added: regulations or tax policy,] including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries;

Any [removed: outbreaks] of [removed: contagious diseases and other adverse public health developments in countries where we operate] [added: these outcomes] could [added: result in fines or sanctions and may] have a material [removed: and] adverse effect on our business, operations, financial condition, [removed: liquidity] [added: liquidity,] and results of operations.

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, it has, from time to time, experienced certain difficulties, and inflationary [removed: pressures and] [added: pressures,] increased commodity prices [added: and regulatory restrictions] may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or components.

[removed: The] [added: Moreover, the] cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as [removed: trade] tariffs and import restrictions, as well as pandemics and epidemics, which may, in turn, negatively impact our results of operations and financial condition.

Cybercriminals are increasingly using AI-generated [removed: deepfake] videos, audio and text to deceive individuals and organizations.

[removed: There] [added: While we maintain a cybersecurity risk management program, there] can be no assurance that [removed: our cybersecurity risk management program and processes, including our policies, controls or procedures,] [added: it] will [removed: be fully complied with or effective] [added: eliminate all risk] in protecting our information technology [removed: systems.][added: systems and confidential information.]

Cybersecurity events could [removed: also] result in the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential or personal information.

[removed: Cybersecurity] [added: Further, cybersecurity] incidents could [removed: also] result from unauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our employees, suppliers or third-party service providers.

In addition, in certain cases, we outsource [added: the storage of this data] to third-party business partners.

[removed: Privacy] [added: These] laws and regulations [removed: around the world including, for example, in the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states,] impose significant obligations [removed: for companies] on [added: companies regarding] how they collect, store, protect, process and transfer personal information and can impose significant fines for non-compliance.

The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate [removed: change and global warming.][added: change.]

[removed: Climate] [added: There are climate-related risks in all of the countries in which we operate, and climate] change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations.

These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, increased [removed: costs,] [added: costs and compliance burdens,] energy and water scarcity, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.

It is possible that scarce labor market conditions, which the Company has experienced from time to time, [added: and changes in immigration policies in the U.S. and other countries in which we operate] could have an adverse effect on our ability to attract, recruit, hire and retain skilled [removed: employees,] [added: employees globally,] which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.

In addition, our business could also be adversely impacted by any [removed: ongoing] [added: significant] increases in labor costs, including wages and benefits.

Competitors include large, diversified companies, some of which have [removed: greater] [added: comparable] assets and financial [removed: resources than the Company,] [added: resources,] as well as medium- to small-sized [removed: companies.][added: companies that have smaller portfolios or specialize in one or more of our product lines.]

Rapid technological changes could also lead to the entry of new competitors of various [removed: sizes] [added: sizes,] against whom we may not be able to successfully compete.

Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, [added: an evolving global trade environment,] prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors.

Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our [removed: products,] [added: products and result in customers canceling, delaying, reducing or otherwise modifying their purchase commitments,] which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company has completed numerous acquisitions in recent years, including [removed: two] [added: five] in [removed: 2024] [added: 2025] and [removed: 10] [added: two] in [removed: 2023.][added: 2024, some of which are large and complex.]

From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and [removed: integrating acquisitions,] [added: assimilating acquisitions into the Company,] and acquisitions do not always perform and deliver the financial benefits expected.

The Company has also experienced challenges at times following the acquisition of a new company or business, including, but not limited to, managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; [added: retaining the management team; managing the response of business partners and competitors; exposure to new regions and countries, including managing the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;] or retaining key employees, suppliers and distributors.

[removed: In certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under] third [added: \-] party insurance policies for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement or insurance policy.

We cannot predict or guarantee [removed: whether] [added: whether, when] and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will be achieved from recent or future acquisitions.

On December 31, [removed: 2024,] [added: 2025,] the total assets of the Company were [removed: $21.4] [added: $36.2] billion, which included [removed: $8.2] [added: $10.6] billion of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and [removed: $1.2] [added: $2.2] billion of other intangible assets, net.

Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes more severe, or if acquisitions [removed: and investments] made by the Company fail to achieve expected returns.

The Company’s credit [removed: agreement] [added: agreements] and senior notes contain certain requirements, which if breached, could have a material adverse effect on the Company.

The ability to meet the financial covenants can be affected by events beyond the Company’s control, and the Company cannot provide assurance that it will meet those [added: tests.]

A breach of any of these covenants could result in a default under the Revolving Credit [removed: Facility.][added: Facility or the Delayed Draw Term Loans, as applicable.]

Upon the occurrence of an event of default under the Revolving Credit [removed: Facility,] [added: Facility or] the [added: Delayed Draw Term Loans, the applicable] lenders could terminate all [added: applicable] commitments to extend further credit [added: thereunder (if any)] and elect to declare amounts outstanding thereunder to be immediately due and payable, which could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay indebtedness under the Revolving Credit [removed: Facility] [added: Facility, the Delayed Draw Term Loans] and such other debt instruments.

As of December 31, [removed: 2024,] [added: 2025,] the Company had no borrowings outstanding under the Revolving Credit Facility, [removed: U.S. Commercial Paper Program and Euro] [added: the Delayed Draw Term Loans, or the] Commercial Paper [removed: Program.][added: Programs.]

[removed: However,] [added: In addition,] the Company borrowed under the U.S. Commercial Paper Program throughout [removed: much of 2024,] [added: 2025,] and the Company may make [removed: additional] borrowings under [removed: any of its debt instruments] [added: the Revolving Credit Facility and the Commercial Paper Programs] from time to [removed: time.][added: time in 2026 and beyond.]

As of December 31, 2025, approximately 79% of the Company’s long-lived assets were located outside of the United States, with approximately 37% located in China.

This compares to approximately 73% and 29%, respectively, in 2024.

These increases relate primarily to the significant investments the Company has made to support sales of its AI-related products.

The U.S. continued to impose new tariffs on imports to the U.S. throughout 2025, and in response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures.

The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products, (iii) copper wire and optical fiber and (iv) plastic materials.

In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers, and for some components, alternative sources may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements.

We rely on both our own information technology systems and those provided by third-party vendors to support critical business operations.

These systems are subject to numerous and evolving cybersecurity threats that are designed to disrupt operations or gain unauthorized access and threaten the confidentiality, integrity and availability of our information technology systems and confidential information.

We rely on third-party providers, including cloud hosting and managed security service providers, for critical aspects of our information technology and cybersecurity infrastructure.

A cybersecurity incident affecting any such provider, including incidents involving our cloud hosting environments, could materially disrupt our operations, even if our internal systems are not directly compromised.

In the course of operating our business, we and certain of our third-party providers collect, maintain and process data about customers, employees, suppliers and others, including personally identifiable information.

We are therefore subject to a variety of laws, regulations and other requirements relating to information security and privacy, including those related to handling of personally identifiable information.

The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment.

In some cases, these requirements may either be unclear in their interpretation and application, or they may have inconsistent or conflicting requirements.

Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the U.S. and elsewhere, including in relation to cybersecurity incidents.

Any failure or perceived failure by us to comply with laws, regulations and other requirements relating to information security and privacy could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions.

We could incur significant costs investigating and defending such claims and, if found liable, pay significant fines, penalties and other related costs or be required to make changes to our business.

If any of these events were to occur, our reputation may be damaged, and our business, results of operations, and financial condition could be materially adversely affected.

For example, some of our customers are making significant investments in AI, and these investments are driving robust demand for certain of the Company’s products.

The continued growth of this market will be dependent upon many factors, including our go-forward market share for such products, the demand for our customers’ products and services, the amount and mix of capital spending by our customers, changing technology priorities and changes in government regulations and policies related to AI.

Additionally, on January 9, 2026, the Company closed the CommScope acquisition, which is the largest acquisition in the Company’s history.

These transactions may also lead to litigation, and in certain limited cases, the Company has pursued indemnification claims against seller(s) of an acquired business or sought recovery under

The Company also has similar financial and other covenants associated with its three-year unsecured delayed draw term loan credit agreement (the “Three-Year Delayed Draw Term Loan”) and 364-day unsecured delayed draw term loan credit agreement (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans”), each of which was entered into in August 2025.

However, the Company borrowed $1,534.1 million under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.

Financing a portion of the consideration of the CommScope acquisition resulted in an increase in the Company’s debt and interest expense, which could adversely affect the Company’s results of operations, cash flows and financial condition.

Financing a portion of the consideration of the CommScope acquisition resulted in a significant increase in the Company’s debt.

This increase in debt requires a larger portion of the Company’s cash flow to be dedicated to the payment of principal and interest on its debt, which could, among other things, prevent the Company from carrying out capital spending that is necessary or important to the Company’s growth strategy and reduce our flexibility to respond to changing business and economic conditions.

Further, the amount of cash required for the payment of principal and interest on the increased debt, and thus the demands on the Company’s capital resources, have increased.

More specifically, the Company expects interest expense, net of interest income, to increase from $367.8 million in 2025 to approximately $800.0 million in 2026.

In addition, the Company may incur additional debt in the future that could further exacerbate these risks, any of which could adversely affect the Company’s results of operations, cash flows and financial condition.

However, outstanding debt subject to floating interest rates will be higher going forward as a result of the borrowings under the Delayed Draw Term Loans that occurred subsequent to December 31, 2025, as discussed above.

In addition, we cannot guarantee that we will be able to maintain our current credit rating.

For example, under the executive order titled “Prioritizing the Warfighter in Defense Contracting” issued in January 2026, defense contractors designated as underperforming by the Secretary of War are prohibited from conducting stock buybacks and issuing dividends until their performance improves.

countries throughout the world.

Although we have compliance programs in place designed to reduce the likelihood of potential violations of these laws and regulations, our employees, contractors, or agents could violate such laws and regulations or our policies and procedures.

In 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period.

Although the Company believes its tax positions are appropriate and is currently discussing the matter with the relevant tax authorities, the Company has recorded a charge of $100.0 million in the fourth quarter of 2025.

The $100.0 million charge represents the Company’s current best estimate of the costs that may be incurred to resolve this matter; however, the range of potential costs is estimated to be $100.0 million to approximately $300.0 million.

The Company is unable to estimate the timing for resolution of this matter.

While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

workforce outside the United States.

For example, effective February 4, 2025, the U.S. government implemented an additional 10% tariff on goods being imported from China and, in response, the Chinese government implemented a 15% tariff on certain goods being imported into China from the U.S. The U.S. has also announced additional 25% tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025.

We may be negatively impacted by adverse public health developments, including epidemics and pandemics.

This was particularly evident during the COVID-19 pandemic, which resulted in disruptions to our offices

and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

These disruptions included government regulations that inhibited our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, supply chain interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers.

Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.

The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers to secure these materials and components.

In limited instances, we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers.

We rely on information technology systems provided by third-party providers and our own information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems.

Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee.

The Company and third-party providers upon whom we may rely for certain information technology services have been, and expect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks, phishing and other sophisticated threats.

The potential for fines, penalties and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results.

tests.

Any of these outcomes could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.

manufacture and/or sell our products.

In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275_: The Enhancement and Standardization of Climate-Related Disclosures for Investors_), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings.

Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule.

The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations.

This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years.

and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.

The following discussion and analysis of the financial condition and results of operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).

Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, [removed: high-speed] [added: high-speed, fiber optic] and specialty cable.

In [removed: 2024,] [added: 2025,] approximately 65% of the Company’s sales were outside the United States.

The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its [added: multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.]

●_Harsh Environment Solutions_ – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, [removed: mobile] [added: communications] networks and information technology and data communications end markets.

●_Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other [removed: products, coaxial] [added: interconnect products; coaxial, fiber optic, power] and high-speed [removed: cable, as well as antennas,] [added: cable; antennas; and other products] for use in the information technology and data communications, mobile devices, industrial, [removed: mobile] [added: communications] networks, [removed: broadband communications,] automotive, commercial aerospace and defense end markets.

●_Interconnect and Sensor Systems_ – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, [removed: mobile] [added: communications] networks, defense and commercial aerospace end markets.

In 2024, the [removed: Company’s net income attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $142.6 related to stock-based compensation resulting from stock option exercises and (b) a discrete tax benefit of $18.6 related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position, partially offset by (c) acquisition-related expenses of] [added: Company incurred] $145.6 ($119.3 after-tax) [added: of acquisition-related expenses,] comprised primarily of (i) external transaction costs associated with acquisitions and the [added: non-cash] amortization related to the value associated with acquired backlog resulting from the [removed: Carlisle Interconnect Technologies (“CIT”)] [added: CIT] acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the [added: non-cash] amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are [added: recorded in Cost of sales in the Consolidated Statements of Income).]

[removed: In 2023, the Company’s net] [added: Operating] income [removed: attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed] in [removed: the second quarter of 2023, partially offset by (c)] [added: 2023 included] acquisition-related expenses of [removed: $34.6 ($30.2 after-tax)] [added: $34.6,] comprised primarily of external transaction costs, as well as the [added: non-cash] amortization [removed: of $12.4] related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.

[removed: Adjusted Operating Income and] [added: Excluding the effect of the items listed in the table below,] Adjusted Net Income attributable to Amphenol Corporation [removed: are both] [added: and Adjusted Diluted EPS,] non-GAAP financial [removed: measures, each] [added: measures] as defined in the “Non-GAAP Financial Measures” section below [removed: and reconciled] within this [removed: Part II,] Item [removed: 7.][added: 7, were $4,272.5 and $3.34, respectively, for 2025, compared to $2,382.1 and $1.89, respectively, for 2024.]

[removed: In 2024, the Company generated Operating Cash Flow of $2,814.7 and Free] [added: Net cash provided by operating activities (“Operating] Cash [removed: Flow of $2,157.1,] [added: Flow”) was $5,374.7 in 2025,] compared to [removed: Operating Cash Flow of $2,528.7] [added: $2,814.7 in 2024] and [removed: Free Cash Flow of $2,159.9] [added: $2,528.7] in 2023.

Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while [removed: several] other countries are expected to also implement similar legislation with varying effective dates in the future.

The Company [removed: has done a preliminary review of] [added: reviewed the] currently enacted legislation.

[removed: The initial implementation did not have a material impact on the] Company’s consolidated financial statements during the year ended December 31, [removed: 2024,] [added: 2025,] and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

| ​ | [added: ​ ​ ​] | [removed: 2024] [added: 2025] | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | [added: ​ ​ ​] | [removed: 2022] [added: 2023] | |

| Acquisition-related expenses | [added: ​] | [removed: 0.8] [added: 0.4] | ​ | [removed: 0.3] [added: 0.8] | ​ | [removed: 0.2] [added: 0.3] | ​ |

| Operating income | | [removed: 20.7] [added: 25.4] | ​ | [removed: 20.4] [added: 20.7] | ​ | [removed: 20.5] [added: 20.4] | ​ |

| Interest expense | | [removed: (1.4)] [added: (1.6)] | ​ | [removed: (1.1)] [added: (1.4)] | ​ | [removed: (1.0)] [added: (1.1)] | ​ |

| Gain on bargain purchase acquisition | [removed: ​] | — | ​ | — | ​ | — | ​ |

| Other income (expense), net | | [removed: 0.5] [added: 0.4] | ​ | [removed: 0.2] [added: 0.5] | ​ | [removed: 0.1] [added: 0.2] | ​ |

| Income before income taxes | [added: ​] | [removed: 19.8] [added: 24.3] | ​ | [removed: 19.6] [added: 19.8] | ​ | [removed: 19.5] [added: 19.6] | ​ |

| Provision for income taxes | | [removed: (3.7)] [added: (5.6)] | ​ | [removed: (4.1)] [added: (3.7)] | ​ | [removed: (4.4)] [added: (4.1)] | ​ |

| Net income | | [removed: 16.0] [added: 18.6] | ​ | [removed: 15.5] [added: 16.0] | ​ | [removed: 15.2] [added: 15.5] | ​ |

| Net income attributable to noncontrolling interests | [removed: ​] | [removed: (0.1)] [added: (0.2)] | ​ | (0.1) | ​ | (0.1) | ​ |

| Net income attributable to Amphenol Corporation | | [removed: 15.9] [added: 18.5] | % | [removed: 15.4] [added: 15.9] | % | [removed: 15.1] [added: 15.4] | % |

Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S. dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition [removed: impacts),] [added: impacts; unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes),] compared to the prior year.

From an end market standpoint, the increase in net sales was driven by strong organic growth in the [removed: information technology and data communications (“IT datacom”),] [added: IT datacom,] mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive [removed: and mobile networks markets,] [added: market,] along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and [removed: broadband] communications [added: networks] markets.

Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation [removed: artificial intelligence-related] [added: AI-related] applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.

Net sales to the commercial aerospace market increased approximately [removed: $382.9,] [added: $322.2,] primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.

Net sales to the [removed: mobile] [added: communications] networks market increased approximately [removed: $50.2,] [added: $1,374.3,] driven primarily by contributions from acquisitions, [added: in particular the acquisition of Andrew (as defined and discussed below within this Item 7 and in Note 11 of the accompanying Notes to Consolidated Financial Statements herein),] along with [added: organic] growth in demand from mobile network operators and wireless equipment manufacturers.

Net sales to the [removed: broadband] communications [added: networks] market decreased approximately [removed: $65.2,] [added: $15.0,] driven by moderations in demand from [removed: broadband] service operators.

The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with [added: strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.]

[added: The sales growth in 2025 was primarily driven by] strong organic growth in the defense, [added: industrial,] commercial aerospace and IT datacom markets, [removed: partially offset by organic declines in the automotive and industrial markets.][added: along with contributions from acquisitions.]

The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial [removed: markets and moderate growth in the mobile networks] markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the [removed: broadband] communications [added: networks] market.

| Net sales by: | [added: ​] | 2024 | | [added: ​ ​] | 2023 | | [added: ​ ​] | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

| Harsh Environment Solutions | ​ | [removed: $] [added: ​] | 4,417.4 | | [removed: $] [added: ​] | 3,530.8 | ​ | 25 | % | ​ | — | % | ​ | 25 | % | ​ | 21 | % | ​ | 4 | % | ​ |

| Communications Solutions | ​ | [removed: ​] [added: $] | 6,323.8 | ​ | [removed: ​] [added: $] | 4,912.8 | ​ | 29 | % | ​ | — | % | ​ | 29 | % | ​ | 2 | % | ​ | 27 | % | ​ |

[removed: The increase in Selling, general and administrative expenses and such expenses as a percentage] of [removed: net sales in 2024 was primarily driven by the effect of] acquisitions, which currently have higher [removed: selling, general and administrative] [added: Operating] expenses as a percentage of net sales compared to the Company average.

Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the [added: non-cash] amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the [added: non-cash] amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).

Operating income in [removed: 2023] [added: 2024] included acquisition-related expenses of [removed: $34.6,] [added: $145.6,] comprised primarily of [added: (i)] external transaction [removed: costs, as well as] [added: costs associated with acquisitions and] the [added: non-cash] amortization related to the value associated with acquired backlog resulting from [removed: three] [added: the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements] of [added: Income) and (ii)] the [removed: acquisitions that closed] [added: non-cash amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded] in [removed: 2023.][added: Cost of sales in the Consolidated Statements of Income).]

The implementation did not have a material impact on the

2025 Compared to 2024

Net sales to the industrial market increased approximately $770.0, primarily driven by contributions from acquisitions, along with growth in medical applications, instrumentation, alternative energy and other industrial equipment.

Net sales to the automotive market increased approximately $248.3, reflecting strength in demand from both electric and hybrid drive train platforms, antenna and related assemblies, and infotainment communications.

The sales growth in 2025 was primarily driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications and moderate organic growth in the automotive market.

| Communications Solutions | ​ | $ | 12,056.0 | ​ | $ | 6,323.8 | ​ | 91 | % | ​ | — | % | ​ | 91 | % | ​ | 20 | % | ​ | 71 | % | ​ |

| Consolidated | ​ | $ | 23,094.7 | ​ | $ | 15,222.7 | ​ | 52 | % | ​ | 1 | % | ​ | 51 | % | ​ | 13 | % | ​ | 38 | % | ​ |

| United States | ​ | $ | 7,987.7 | | $ | 5,272.3 | ​ | 52 | % | ​ | — | % | ​ | 51 | % | ​ | 25 | % | ​ | 26 | % | ​ |

| Foreign | ​ | | 15,107.0 | ​ | | 9,950.4 | ​ | 52 | % | ​ | 1 | % | ​ | 51 | % | ​ | 7 | % | ​ | 44 | % | ​ |

| Consolidated | ​ | $ | 23,094.7 | ​ | $ | 15,222.7 | ​ | 52 | % | ​ | 1 | % | ​ | 51 | % | ​ | 13 | % | ​ | 38 | % | ​ |

| Operating expenses (1) | | 74.1 | ​ | 78.4 | ​ | 79.3 | ​ |

Operating expenses were $17,122.7, or 74.1% of net sales, for 2025, compared to $11,938.4, or 78.4% of net sales, for 2024.

Operating income was $5,868.6, or 25.4% of net sales, in 2025, compared to $3,156.9, or 20.7% of net sales, in 2024.

The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales in 2025 were primarily driven by strong performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, partially offset by the effect

The increase in operating margin for the Interconnect and Sensor Systems segment for 2025 compared to 2024 was primarily driven by strong operating performance on the higher sales volumes.

Interest expense was $367.8 in 2025 compared to $217.0 in 2024.

The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2025 to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein), which closed on January 9, 2026.

Other income (expense), net was $99.9 in 2025 compared to $72.0 in 2024.

The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand, partially driven by the issuance of the November Senior Notes (defined below) in the fourth quarter of 2025 in anticipation of the CommScope acquisition, along with increased interest rates.

These items incurred in 2025 and 2024 had the aggregate

| ​ | ​ | 2025 | | | | | | | | | | | | ​ | 2024 | | | | | | | | | | | |

| Reported (GAAP) | ​ | $ | 5,868.6 | | 25.4 | % | $ | 4,270.3 | ​ | 23.1 | % | $ | 3.34 | ​ | $ | 3,156.9 | | 20.7 | % | $ | 2,424.0 | ​ | 18.9 | % | $ | 1.92 |

| Amortization of acquisition-related inventory step-up costs | ​ | ​ | 77.8 | ​ | 0.3 | ​ | ​ | 59.6 | ​ | — | ​ | ​ | 0.05 | ​ | ​ | 18.2 | ​ | 0.1 | ​ | ​ | 14.0 | ​ | — | ​ | ​ | 0.01 |

| Acquisition-related expenses | ​ | ​ | 103.4 | ​ | 0.4 | ​ | ​ | 89.2 | ​ | (0.2) | ​ | ​ | 0.07 | ​ | ​ | 127.4 | ​ | 0.8 | ​ | ​ | 105.3 | ​ | (0.3) | ​ | ​ | 0.08 |

| Excess tax benefits related to stock-based compensation | ​ | ​ | — | ​ | — | ​ | ​ | (246.6) | ​ | 4.4 | ​ | ​ | (0.19) | ​ | ​ | — | ​ | — | ​ | ​ | (142.6) | ​ | 4.7 | ​ | ​ | (0.11) |

| Discrete tax items | ​ | ​ | — | ​ | — | ​ | ​ | 100.0 | ​ | (1.8) | ​ | ​ | 0.08 | ​ | ​ | — | ​ | — | ​ | ​ | (18.6) | ​ | 0.6 | ​ | ​ | (0.01) |

| Adjusted (non-GAAP) (2) | ​ | $ | 6,049.8 | ​ | 26.2 | % | $ | 4,272.5 | ​ | 25.5 | % | $ | 3.34 | ​ | $ | 3,302.5 | ​ | 21.7 | % | $ | 2,382.1 | ​ | 24.0 | % | $ | 1.89 |

contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.

Operating expenses were $11,938.4, or 78.4% of net sales, for 2024, compared to $9,960.5, or 79.3% of net sales, for 2023.

| ​ | ​ | Income | | ​ | Margin (1) | ​ ​ | Corporation | | ​ ​ | Rate (1) | ​ | EPS | | ​ ​ | Income | | ​ | Margin (1) | ​ ​ ​ | Corporation | | ​ ​ | Rate (1) | ​ | EPS | |

As of January 9, 2026, the Company used approximately $7,400 of its cash on hand to fund the CommScope acquisition, as discussed elsewhere within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein.

The Company has funded all of its recent acquisitions entirely with a combination of cash on hand and net proceeds from its debt instruments, including the Andrew and Trexon acquisitions in 2025 and the CommScope acquisition in 2026, and may fund future acquisitions all or in part with cash.

Capital expenditures have historically been in the range of 3% to 4% of net sales.

However, the Company borrowed $1,534.1 under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.

The Company may make additional borrowings under the Revolving Credit Facility and Commercial Paper Programs from time to time in the future.

| Debt (1) | ​ | $ | 15,601.9 | ​ | $ | 937.2 | ​ | $ | 4,035.5 | ​ | $ | 2,848.3 | ​ | $ | 7,780.9 | ​ |

| Interest related to senior notes (2) | ​ | | 6,283.1 | ​ | | 601.5 | ​ | | 1,122.1 | ​ | | 844.2 | ​ | | 3,715.3 | ​ |

| Operating leases (3) | ​ | | 649.3 | ​ | | 161.4 | ​ | | 227.4 | ​ | | 121.8 | ​ | | 138.7 | ​ |

| Purchase obligations (4) | ​ | | 2,083.2 | ​ | | 2,006.9 | ​ | | 72.1 | ​ | | 3.9 | ​ | | 0.3 | ​ |

| Accrued pension and postretirement benefit obligations (5) | ​ | | 53.0 | ​ | | 5.6 | ​ | | 9.8 | ​ | | 10.8 | ​ | | 26.8 | ​ |

Stock Split

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

All current and prior year data impacted by the stock split and presented in this Item 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.

multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.

In 2024, the Company reported net sales, operating income and net income attributable to Amphenol Corporation of $15,222.7, $3,156.9, and $2,424.0, respectively, representing an increase of 21%, 23% and 26% from 2023, respectively.

recorded in Cost of sales in the Consolidated Statements of Income).

Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income attributable to Amphenol Corporation both increased by 27% in 2024 compared to 2023.

Sales and profitability trends are discussed in detail in “Results of Operations” below.

In addition, a strength of the Company has been its ability to consistently generate net cash provided by operating activities (“Operating Cash Flow”).

The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of the Company’s Common Stock, pay dividends and reduce indebtedness.

Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.

Inflation Reduction Act of 2022

The Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases, was enacted into law in 2022.

Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023.

While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

| Cost of sales | | 66.2 | ​ | 67.5 | ​ | 68.1 | ​ |

| Selling, general and administrative expenses | | 12.2 | ​ | 11.9 | ​ | 11.3 | ​ |

Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023.

Administrative expenses increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023.

Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023.

Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023.

Acquisition-related expenses are presented separately in the Consolidated Statements of Income.

For additional details related to the reconciliation between the

2023 Compared to 2022

Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains.

Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications.

Net sales to the mobile networks market decreased approximately $163.9, driven by

broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions.

Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.

The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program.

The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets.

| Communications Solutions | ​ | ​ | 4,912.8 | ​ | ​ | 5,652.4 | ​ | (13) | % | ​ | (1) | % | ​ | (12) | % | ​ | 1 | % | ​ | (13) | % | ​ |

| Consolidated | ​ | $ | 12,554.7 | ​ | $ | 12,623.0 | ​ | (1) | % | ​ | — | % | ​ | — | % | ​ | 3 | % | ​ | (3) | % | ​ |

| United States | ​ | $ | 4,405.4 | | $ | 4,155.2 | ​ | 6 | % | ​ | — | % | ​ | 6 | % | ​ | 5 | % | ​ | 1 | % | ​ |

| Foreign | ​ | | 8,149.3 | ​ | | 8,467.8 | ​ | (4) | % | ​ | (1) | % | ​ | (3) | % | ​ | 1 | % | ​ | (4) | % | ​ |

One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the [removed: “Euro] [added: “Existing Euro] Notes”), each of which was issued with a principal amount of €500.0.

As of December 31, [removed: 2024,] [added: 2025,] the fair value of such foreign exchange forward contracts was not material.

A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[added: The Company does] not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings.

As of December 31, [removed: 2024,] [added: 2025,] the Company does not have any significant concentration of exposure with any one counterparty.

Refer to Note 1 and Note 5 of the [added: accompanying] Notes to Consolidated Financial Statements for a discussion of derivative financial instruments.

The Company [removed: manages] [added: attempts to manage] its exposure to interest rate risk through a mix of fixed and variable rate [removed: debt.][added: debt and hedging contracts in some cases.]

The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which were issued in [removed: 2024.][added: 2025.]

Refer to Note 4 [added: and Note 5] of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Company had no borrowings outstanding under the Revolving Credit Facility, [removed: U.S.] Commercial Paper [removed: Program] [added: Programs] and [removed: Euro Commercial Paper Program.][added: Delayed Draw Term Loans.]

[removed: However,] [added: In addition,] the Company borrowed under the U.S. Commercial Paper Program [removed: throughout much of 2024,] [added: during 2025 from time to time,] the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the [added: Andrew] acquisition [removed: of Carlisle Interconnect Technologies (“CIT”)] in [removed: May 2024,] [added: January 2025,] as discussed further in Note 11 of the Notes to Consolidated Financial Statements.

Although all such borrowings were repaid before the end of [removed: 2024,] [added: 2025,] the Company may make additional borrowings under [removed: any of its debt instruments] [added: the Revolving Credit Facility and the Commercial Paper Programs] from time to time in the future.

As of December 31, [removed: 2024, less than 1%] [added: 2025, 3%] of the Company’s outstanding borrowings were subject to floating interest rates.

To the extent that interest rates change [removed: related to floating rate debt] and the Company [removed: borrows] [added: has outstanding borrowings] under any of our floating rate debt instruments [removed: in the future] (Commercial Paper [removed: Programs as well as our] [added: Programs,] Revolving Credit [removed: Facility),] [added: Facility and Delayed Draw Term Loans),] our interest expense and interest payments will be impacted accordingly.

A 10% change in the interest rate at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] under our Revolving Credit [removed: Facility or] [added: Facility,] Commercial Paper [removed: Programs] [added: Programs, Delayed Draw Term Loans or Floating Rate Senior Notes] would not have a material effect on interest expense.

Although the Company does not expect changes in interest rates to have a material effect on [added: net] income or cash flows in [removed: 2025,] [added: 2026,] there can be no assurance that interest rates will not change significantly from current levels.

Additionally, on June 16, 2025, the Company issued €600.0 aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”, and, together with the Existing Euro Notes, the “Euro Notes”).

In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes.

In November 2025, the Company issued the November Senior Notes.

The treasury locks were settled upon the issuance of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively, for a cumulative loss of $88.0 ($67.4 after-tax).

The cumulative after-tax loss was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest expense over the terms of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively.

Borrowings under each Delayed Draw Term Loan bear interest at rates that fluctuate with a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating.

The Floating Rate Senior Notes bear interest at a floating rate per annum, reset quarterly, equal to compounded SOFR, plus 0.53%.

However, the Company borrowed $1,534.1 under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.

Outstanding borrowings subject to floating interest rates will be higher going forward as a result of the borrowings under the Delayed Draw Term Loans that occurred subsequent to December 31, 2025, as discussed above.

The Company does

In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes.

Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes.

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, [removed: high-speed] [added: high-speed, fiber optic] and specialty cable.

The Company estimates, based on recent reports of industry analysts, that worldwide sales of [removed: interconnect] [added: interconnect, value-add cable assembly, antenna, cable] and sensor-related products were approximately [removed: $250] [added: $500] billion in [removed: 2024.][added: 2025.]

The Company aligns its businesses into three reportable business segments: _(i)_ [removed: _Harsh Environment] [added: _Communications] Solutions_, _(ii)_ [removed: _Communications] [added: _Harsh Environment] Solutions_ and _(iii)_ _Interconnect and Sensor Systems_.

●_Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other [removed: products, coaxial] [added: interconnect products; coaxial, fiber optic, power] and high-speed [removed: cable, as well as antennas.][added: cable; antennas; and other products.]

| Reporting Segment | [added: ​ ​ ​] | [removed: Harsh Environment] [added: Communications] Solutions | [added: ​ ​ ​] | [removed: Communications] [added: Harsh Environment] Solutions | [added: ​ ​ ​] | Interconnect and Sensor Systems |

| End Markets | ​ | ● [removed: Automotive] [added: ​ ​Automotive] ● [removed: Commercial] [added: ​ ​Commercial] Aerospace ● [removed: Defense] [added: ​ ​Communications Networks] ● [removed: Industrial] [added: ​ ​Defense] ● [removed: Information] [added: ​ ​Industrial ● ​ ​Information] Technology and Data Communications ● [removed: Mobile Networks] [added: ​ ​Mobile Devices] | ​ | ● [removed: Automotive ● Broadband Communications] [added: ​ ​Automotive] ● [removed: Commercial] [added: ​ ​Commercial] Aerospace ● [removed: Defense] [added: ​ ​Communications Networks] ● [removed: Industrial] [added: ​ ​Defense] ● [removed: Information] [added: ​ ​Industrial ● ​ ​Information] Technology and Data Communications [removed: ● Mobile Devices ● Mobile Networks] [added: ​] | ​ | ● [removed: Automotive] [added: ​ ​Automotive] ● [removed: Commercial] [added: ​ ​Commercial] Aerospace ● [removed: Defense] [added: ​ ​Communications Networks] ● [removed: Industrial] [added: ​ ​Defense] ● [removed: Information] [added: ​ ​Industrial ● ​ ​Information] Technology and Data Communications [removed: ● Mobile Networks] [added: ​] |

| Key Products | ​ | Connectors and Connector Systems: ● [removed: harsh environment data, power, fiber] [added: ​ ​fiber] optic [removed: and radio] [added: interconnect products ● ​ ​high-speed interconnect products ● ​ ​radio] frequency interconnect products ​ Value-Add Products: ● [removed: backplane interconnect systems ● cable] [added: ​ ​cable] assemblies and harnesses [added: ​ Antennas:] ● [removed: cable management products] ​ [added: ​consumer device antennas ● ​ ​network infrastructure antennas ​] Cable: ● [removed: coaxial] [added: ​ ​coaxial, fiber optic, power and specialty] cable ​ Other: ● [removed: flexible] [added: ​ ​hinges] and [removed: rigid printed circuit boards] [added: other mechanical products ● ​ ​production-related products] | ​ | Connectors and Connector Systems: ● [added: ​ harsh environment data, power,] fiber optic [removed: interconnect products ● high-speed interconnect products ●] [added: and] radio frequency interconnect products ​ Value-Add Products: ● [removed: cable] [added: ​ ​backplane interconnect systems ● ​ ​cable] assemblies and harnesses [removed: ​ Antennas:] ● [removed: consumer device antennas ● network infrastructure antennas] [added: cable management products] ​ Cable: ● [removed: coaxial, power] [added: ​ ​coaxial] and specialty cable ​ Other: ● [removed: hinges] [added: ​ ​flexible] and [removed: other mechanical products ● production-related products] [added: rigid printed circuit boards] | ​ | Connectors and Connector Systems: ● [removed: busbars] [added: ​ ​busbars] and power distribution systems ● [removed: power] [added: ​ ​power] interconnect products ​ Value-Add Products: ● [removed: backplane] [added: ​ ​backplane] interconnect systems ● [removed: cable] [added: ​ ​cable] assemblies and harnesses ​ Sensors and Sensor-based Products: ● [removed: force] [added: ​ ​force] ● [removed: gas] [added: ​ ​gas] and moisture ● [removed: level] [added: ​ ​level] ● [removed: position] [added: ​ ​position] ● [removed: pressure] [added: ​ ​pressure] ● [removed: temperature] [added: ​ ​temperature] ● [removed: vibration] [added: ​ ​vibration] |

For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial [removed: Statements, which is incorporated herein by reference.][added: Statements.]

In [removed: 2024,] [added: 2025,] the Company invested approximately [removed: $2.2] [added: $3.8] billion to fund [removed: two] [added: five] acquisitions, while in [removed: 2023,] [added: 2024,] the Company invested approximately [removed: $970 million] [added: $2.2 billion] to fund [removed: 10] [added: two] acquisitions.

Our acquisitions in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] have strengthened our customer base and product offerings in many of our end markets and have brought [removed: new] [added: new,] high-performing management teams into the Company.

Sales into the automotive market represented approximately [removed: 20%] [added: 15%] of the Company’s net sales in [removed: 2024,] [added: 2025,] with sales into the following primary end applications:

| ● [removed: antennas] [added: ​ ​antennas] | [added: ​ ​ ​] | ● [removed: lighting] [added: ​ ​lighting] |

| ● [removed: charging] [added: ​ ​charging] stations | ​ | ● [removed: passenger] [added: ​ ​passenger] connectivity |

| ● [removed: climate] [added: ​ ​climate] control | ​ | ● [removed: power] [added: ​ ​power] management |

| ● [removed: electric] [added: ​ ​electric] vehicles | ​ | ● [removed: safety] [added: ​ ​safety] and security systems |

| ● [removed: engine] [added: ​ ​engine] management and control | ​ | ● [removed: sensing] [added: ​ ​sensing] systems |

| ● [removed: exhaust] [added: ​ ​exhaust] monitoring and cleaning | ​ | ● [removed: telematics] [added: ​ ​telematics] systems |

| ● [removed: hybrid] [added: ​ ​hybrid] vehicles | ​ | ● [removed: transmission] [added: ​ ​transmission] systems |

| ● [removed: infotainment] [added: ​ ​infotainment] and communications | ​ | ​ |

Sales into the [removed: broadband] communications [added: networks] market represented approximately [removed: 3%] [added: 10%] of the Company’s net sales in [removed: 2024,] [added: 2025,] with sales into the following primary end applications:

| ● [removed: cable,] [added: ​ ​cable,] satellite & telecommunications networks | [added: ​] | ● [removed: network] [added: ​ ​network] switching equipment |

| ● [removed: customer] [added: ​ ​customer] premises equipment | ​ | ● [removed: satellite] [added: ​ ​satellite] interface devices |

In addition to connector and interconnect assembly products, the Company also provides rigid and flexible printed circuits, [added: specialty cable,] high-technology cable management products as well as sensors.

Sales into the commercial aerospace market represented approximately [removed: 6%] [added: 5%] of the Company’s net sales in [removed: 2024,] [added: 2025,] with sales into the following primary end applications:

| ● [removed: aircraft] [added: ​ ​aircraft] and airframe power distribution | [added: ​ ​ ​] | ● [removed: in-flight] [added: ​ ​in-flight] entertainment |

| ● [removed: avionics] [added: ​ ​avionics] | ​ | ● [removed: in-flight] [added: ​ ​in-flight] internet connectivity |

| ● [removed: controls] [added: ​ ​controls] and instrumentation | ​ | ● [removed: lighting] [added: ​ ​lighting] and control systems |

| ● [removed: engines] [added: ​ ​engines] | ​ | ● [removed: wire] [added: ​ ​wire] bundling and cable management |

Sales into the defense market represented approximately [removed: 11%] [added: 9%] of the Company’s net sales in [removed: 2024,] [added: 2025,] with sales into the following primary end applications:

| ● [removed: airframe] [added: ​ ​airframe] | ​ | ● [removed: naval] [added: ​ ​naval] |

| ● [removed: avionics] [added: ​ ​avionics] | ​ | ● [removed: ordnance] [added: ​ ​ordnance] and missile systems |

| ● [removed: communications] [added: ​ ​communications] | ​ | ● [removed: radar] [added: ​ ​radar] systems |

| ● [removed: engines] [added: ​ ​engines] | ​ | ● [removed: rotorcraft] [added: ​ ​rotorcraft] |

| ● [removed: ground] [added: ​ ​ground] vehicles and tanks | ​ | ● [removed: satellite] [added: ​ ​satellite] and space programs |

| ● [removed: homeland] [added: ​ ​homeland] security | ​ | ● [removed: unmanned] [added: ​ ​unmanned] aerial vehicles |

Sales into the industrial market represented approximately [removed: 24%] [added: 19%] of the Company’s net sales in [removed: 2024,] [added: 2025,] with sales into the following primary end applications:

| ● [removed: agricultural] [added: ​ ​agricultural] equipment | [added: ​ ​ ​] | ● [removed: marine] [added: ​ ​marine] |

| ● [removed: alternative] [added: ​ ​alternative] and traditional energy generation | ​ | ● [removed: medical] [added: ​ ​medical] equipment |

| ● [removed: batteries] [added: ​ ​batteries] and hybrid drive systems | ​ | ● [removed: oil] [added: ​ ​oil] and gas |

| ● [removed: entertainment] [added: ​ ​entertainment] | ​ | ● [removed: power] [added: ​ ​power] distribution |

| % of 2025 Net Sales: | | 52% | | 26% | | 22% |

On January 31, 2025, the Company completed the acquisition of the Outdoor Wireless Networks segment (“OWN”) and Distributed Antenna Systems (“DAS”) business (collectively, “Andrew”) from Vistance Networks, Inc. (“Vistance,” formerly known as CommScope Holding Company, Inc.).

The acquisition of Andrew provides a wide range of products, technologies and capabilities such as communications networks solutions, with advanced technologies in the area of base station antennas and related interconnect solutions, as well as distributed antenna systems, that are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.

Additionally, on January 9, 2026, the Company completed the acquisition of Vistance’s Connectivity and Cable Solutions business (which we now refer to collectively as “CommScope”) for an aggregate purchase price of approximately $10.5 billion, which to date is the largest acquisition in the Company’s history.

The acquisition of CommScope adds significant fiber optic interconnect capabilities for the IT datacom and communications networks markets as well as a diverse range of industrial interconnect products for the building infrastructure connectivity market.

| ​ ​ ​ | ​ | ​ |

| ● ​ ​antenna systems | ​ ​ ​ | ● ​ ​fiber management systems |

| ● ​ ​base stations | ​ ​ ​ | ● ​ ​mobile switches |

| ● ​ ​AI | ​ | ● ​ ​servers |

| ● ​ ​data centers | ​ | ● ​ ​transmission |

*​*

In addition to product design teams and collaborative initiatives

| % of 2024 Net Sales: | | 29% | | 42% | | 29% |

In particular, the acquisition in May 2024 of Carlisle Interconnect Technologies (“CIT”), a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets, with a wide range of products, including wire and cable, cable assemblies, contacts, connectors and sensors, represents one of the largest acquisitions in the Company’s history.

Management believes that CIT’s wide range of products are highly complementary to Amphenol’s existing interconnect and sensor solutions.

| --- | --- | --- |

_Broadband Communications_ - Amphenol is a world leader in broadband communication products for cable, satellite and telecommunications-based video and data networks, with industry-leading engineering, design and manufacturing expertise.

The Company offers a wide range of products to service the broadband market, including customer premises and distribution cable, connectors and value-add interconnect products, passive components, active and passive fiber optic interconnect components, interconnect enclosures, as well as interconnect products integrated into headend equipment.

| | ​ | ​ |

| ● high-speed internet hardware | ​ | ● set-top boxes |

| ​ | ​ | |

Sales into the IT datacom market

| ● artificial intelligence (“AI”) | ​ | ● servers |

| ● gaming systems | ​ | ● transmission |

In addition, the Company works with service providers around the world to offer an array of antennas and installation-related site solution interconnect products.

Sales into the mobile networks market represented approximately 3% of the Company’s net sales in 2024, with sales into the following primary end applications:

| ● antenna systems | | ● mobile switches |

| ● base stations | ​ | ● radio links |

| ● core network controllers | ​ | ● small cells |

This was evident in recent years, as we were generally able to support our customers even if pandemic-related restrictions and other challenges were present in a particular geography.

We believe this structure, with approximately 140 general managers running unique, independent businesses, creates an environment and

Our core management team is comprised of these general managers and their controllers, as well as our group general managers and executive management team.

Women represented 22% of this core management team at the end of 2024.

Of our total employees worldwide, approximately half are women.

Our 2023 Sustainability Report was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards

Our 2024 Sustainability Report is expected to be released during the second quarter of 2025.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of Amphenol Corporation Class A Common Stock (based upon the closing price of such stock on the New York Stock Exchange) held by non-affiliates was approximately [removed: $70,603] [added: $106,029] million.

As of January 31, [removed: 2025,] [added: 2026,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 1,211,081,107.][added: 1,229,214,930.]

| INDEX | ​ | ​ | [added: ​ ​ ​] | Page |

| ​ | ​ | [Human Capital Management and Our Culture](#HumanCapital) | ​ | [removed: [10](#HumanCapital)] [added: [11](#HumanCapital)] |

| ​ | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | ​ | [removed: [22](#Item1BUnresolvedStaffComments_633240)] [added: [23](#Item1BUnresolvedStaffComments_633240)] |

| ​ | [Item 1C.](#Item1CCybersecurity_553173) | [Cybersecurity](#Item1CCybersecurity_553173) | ​ | [removed: [22](#Item1CCybersecurity_553173)] [added: [23](#Item1CCybersecurity_553173)] |

| ​ | [Item 2.](#Item2Properties_897531) | [Properties](#Item2Properties_897531) | ​ | [removed: [23](#Item2Properties_897531)] [added: [25](#Item2Properties_897531)] |

| ​ | [Item 3.](#Item3LegalProceedings_984388) | [Legal Proceedings](#Item3LegalProceedings_984388) | ​ | [removed: [23](#Item3LegalProceedings_984388)] [added: [25](#Item3LegalProceedings_984388)] |

| ​ | [Item 4.](#Item4MineSafetyDisclosures_949251) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_949251) | ​ | [removed: [23](#Item4MineSafetyDisclosures_949251)] [added: [25](#Item4MineSafetyDisclosures_949251)] |

| ​ | [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: [24](#Item5MarketforRegistrantsCommonEquityRel)] [added: [26](#Item5MarketforRegistrantsCommonEquityRel)] |

| ​ | [Item 6.](#Item6) | [\[Reserved\]](#Item6) | ​ | [removed: [26](#Item6)] [added: [27](#Item6)] |

| ​ | [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [removed: [27](#Item7ManagementsDiscussionandAnalysisofF)] [added: [28](#Item7ManagementsDiscussionandAnalysisofF)] |

| ​ | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: [48](#Item7AQuantitativeandQualitativeDisclosu)] [added: [50](#Item7AQuantitativeandQualitativeDisclosu)] |

| ​ | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: [50](#Item8FinancialStatementsandSupplementary)] [added: [53](#Item8FinancialStatementsandSupplementary)] |

| ​ | ​ | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | ​ | [removed: [50](#REPORTOFINDEPENDENT_150676)] [added: [53](#REPORTOFINDEPENDENT_150676)] |

| ​ | ​ | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | ​ | [removed: [52](#ConsolidatedStatementsofIncome_247596)] [added: [55](#ConsolidatedStatementsofIncome_247596)] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | ​ | [removed: [53](#ConsolidatedStatementsofComprehensiveInc)] [added: [56](#ConsolidatedStatementsofComprehensiveInc)] |

| ​ | ​ | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | ​ | [removed: [54](#ConsolidatedBalanceSheets_591973)] [added: [57](#ConsolidatedBalanceSheets_591973)] |

| ​ | ​ | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | ​ | [removed: [55](#ConsolidatedStatementsofChangesinEquity_)] [added: [58](#ConsolidatedStatementsofChangesinEquity_)] |

| ​ | ​ | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | ​ | [removed: [56](#ConsolidatedStatementsofCashFlow_3394)] [added: [59](#ConsolidatedStatementsofCashFlow_3394)] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | ​ | [removed: [57](#NotestoConsolidatedFinancialStatements_6)] [added: [60](#NotestoConsolidatedFinancialStatements_6)] |

| ​ | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: [95](#Item9ChangesinandDisagreementswithAccoun)] [added: [101](#Item9ChangesinandDisagreementswithAccoun)] |

| ​ | [Item 9A.](#Item9AControlsandProcedures_802439) | [Controls and Procedures](#Item9AControlsandProcedures_802439) | ​ | [removed: [95](#Item9AControlsandProcedures_802439)] [added: [101](#Item9AControlsandProcedures_802439)] |

| ​ | [Item 9B.](#Item9BOtherInformation_858302) | [Other Information](#Item9BOtherInformation_858302) | ​ | [removed: [95](#Item9BOtherInformation_858302)] [added: [101](#Item9BOtherInformation_858302)] |

| ​ | [Item 9C.](#Item9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C) | ​ | [removed: [95](#Item9C)] [added: [101](#Item9C)] |

| ​ | [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: [96](#Item10DirectorsExecutiveOfficersandCorpo)] [added: [102](#Item10DirectorsExecutiveOfficersandCorpo)] |

| ​ | [Item 11.](#Item11ExecutiveCompensation_611183) | [Executive Compensation](#Item11ExecutiveCompensation_611183) | ​ | [removed: [96](#Item11ExecutiveCompensation_611183)] [added: [102](#Item11ExecutiveCompensation_611183)] |

| ​ | [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: [96](#Item12SecurityOwnershipofCertainBenefici)] [added: [102](#Item12SecurityOwnershipofCertainBenefici)] |

| ​ | [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: [97](#Item13CertainRelationshipsandRelatedTran)] [added: [103](#Item13CertainRelationshipsandRelatedTran)] |

| ​ | [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accountant Fees and Services](#Item14PrincipalAccountingFeesandServices) | ​ | [removed: [97](#Item14PrincipalAccountingFeesandServices)] [added: [103](#Item14PrincipalAccountingFeesandServices)] |

| ​ | [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | ​ | [removed: [98](#Item15ExhibitsFinancialStatementSchedule)] [added: [104](#Item15ExhibitsFinancialStatementSchedule)] |

| ​ | [Item 16.](#Item16Form10KSummary) | [Form 10-K Summary](#Item16Form10KSummary) | ​ | [removed: [101](#Item16Form10KSummary)] [added: [107](#Item16Form10KSummary)] |

| [Signatures](#Signatures_746471) | | | ​ | [removed: [103](#Signatures_746471)] [added: [109](#Signatures_746471)] |

_Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest rates, [added: anticipated benefits of certain acquisitions, financing sources,] the expected timing for the closing of certain acquisitions or other matters.

| 3.125% Senior Notes due 2032 | APH32 | New York Stock Exchange |

We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to [removed: ensure that] [added: align] our Program [removed: is maintained in line] with industry best practices.

●periodic risk assessments and penetration tests, which are integrated within our enterprise risk management framework processes, designed to identify [added: material] cybersecurity and technology [removed: risks,] [added: threats to our critical systems and information,] as well as to formulate management actions to respond to, mitigate and remediate material issues (if any);

●annual cybersecurity awareness [removed: training,] [added: training of our employees,] including [added: incident response personnel and senior management, such as] phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems;

●a cross-functional team principally responsible for managing our cybersecurity risk assessment [removed: processes] [added: processes, our security controls] and our response to cybersecurity incidents;

●the use of external service [removed: providers,] [added: providers with subject matter expertise,] where appropriate, to assess risk, monitor alerts, perform penetration testing or otherwise assist with aspects of our security controls and response to cybersecurity incidents; [removed: and]

●a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the [removed: Company.][added: Company;]

We have not identified risks from known cybersecurity threats, including as a result of any [removed: prior security breach,] [added: previous cybersecurity incidents,] that have materially affected [added: us to date] or are reasonably likely to materially affect [removed: us, including our business strategy, financial condition and results of operations.][added: us.]

The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems and security controls, and our management team updates the Board, [removed: as necessary,] [added: where it deems appropriate,] regarding any significant cybersecurity incidents.

Our management team, including our [removed: Senior] [added: Executive] Vice President and Chief Financial Officer, [removed: Senior] [added: Executive] Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats.

●a cybersecurity incident response process that includes defined escalation criteria that governs when cybersecurity events must be communicated to senior management and, when appropriate, to the Board within established timeframes; and

●evaluations and updates of our cybersecurity controls, investment in security monitoring tools, and enhancements of detection and response capabilities based on emerging threats and periodic assessments.

However, cybersecurity risks could materially affect us in the future, including having a material impact on our business strategy, financial condition and results of operations.

At December 31, [removed: 2024,] [added: 2025,] the Company operated approximately [removed: 300] [added: 350] manufacturing facilities with approximately [removed: 31] [added: 35] million square feet, of which approximately [removed: 23] [added: 26] million square feet were leased.

Manufacturing facilities located outside the U.S. had approximately [removed: 25] [added: 29] million square feet, of which approximately [removed: 20] [added: 23] million square feet were leased.

The square footage by segment related to our manufacturing facilities was approximately [removed: 10] [added: 15] million square feet, [removed: 12] [added: 10] million square feet and [removed: 9] [added: 10] million square feet for the [removed: Harsh Environment] [added: Communications] Solutions segment, [removed: Communications] [added: Harsh Environment] Solutions segment and Interconnect and Sensor Systems segment, respectively.

The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol “APH.” As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 30] [added: 34] holders of record of the Company’s Common Stock.

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, [removed: 2024] [added: 2025] with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index.

This graph assumes that $100 was invested in our Common Stock and each index on December 31, [removed: 2019,] [added: 2020,] reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year.

[removed: ][added: ]

The following table sets forth the dividends declared per common share during each quarter of [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| First Quarter | ​ | $ | [removed: 0.11] [added: 0.165] | ​ | $ | [removed: 0.105] [added: 0.11] |

| Second Quarter | ​ | | [removed: 0.11] [added: 0.165] | ​ | | [removed: 0.105] [added: 0.11] |

| Third Quarter | ​ | | 0.165 | ​ | | [removed: 0.105] [added: 0.165] |

| Fourth Quarter | ​ | | [removed: 0.165] [added: 0.25] | ​ | | [removed: 0.11] [added: 0.165] |

| Total | ​ | $ | [removed: 0.55] [added: 0.745] | ​ | $ | [removed: 0.425] [added: 0.55] |

Dividends declared and paid for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] _(in millions)_ were as follows:

| Dividends declared | ​ | $ | [removed: 662.9] [added: 909.3] | ​ | $ | [removed: 507.4] [added: 662.9] |

| Dividends paid (including those declared in the prior year) | ​ | | [removed: 595.1] [added: 802.2] | ​ | | [removed: 500.6] [added: 595.1] |

During the three months and year ended December 31, [removed: 2024,] [added: 2025,] the Company repurchased [removed: 2.4] [added: 1.3] million and [removed: 7.0] [added: 7.4] million shares of its Common Stock for [removed: $168.9] [added: $171.3] million and [removed: $463.7] [added: $665.2] million, respectively, under the 2024 Stock Repurchase Program.

Of the total repurchases made in [removed: 2024, 4.2] [added: 2025, 6.0] million shares, or [removed: $287.5] [added: $512.3] million, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From January 1, [removed: 2025] [added: 2026] to January 31, [removed: 2025,] [added: 2026,] the Company repurchased [removed: 0.7] [added: 0.3] million additional shares of its Common Stock for [removed: $50.7] [added: $44.2] million, and, as of February 1, [removed: 2025,] [added: 2026,] the Company has remaining authorization to purchase up to [removed: $1,485.6] [added: $826.9] million of its Common Stock under the 2024 Stock Repurchase Program.

The Company’s stock repurchases during the three months and year ended December 31, [removed: 2024] [added: 2025] were as [removed: follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements:][added: follows:]

| Period | ​ | Purchased | [added: ​] | per Share | | [added: ​] | Plans or Programs | [added: ​] | Plans or Programs | | ​ |

| Fourth Quarter – [removed: 2024:] [added: 2025:] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| ​ | ​ | 2025 | | ​ ​ ​ | 2024 | |

| First Quarter – 2025 | ​ | 2,675,000 | ​ | $ | 67.61 | ​ | 2,675,000 | ​ | $ | 1,355.4 | ​ |

| Second Quarter – 2025 | ​ | 2,045,700 | ​ | ​ | 78.26 | ​ | 2,045,700 | ​ | ​ | 1,195.4 | ​ |

| Third Quarter – 2025 | ​ | 1,401,700 | ​ | ​ | 109.09 | ​ | 1,401,700 | ​ | ​ | 1,042.4 | ​ |

| October 1 to October 31, 2025 | | 462,900 | ​ | | 128.22 | | 462,900 | | ​ | 983.1 | ​ |

| November 1 to November 30, 2025 | | 410,200 | ​ | | 137.23 | | 410,200 | | ​ | 926.8 | ​ |

| December 1 to December 31, 2025 | | 408,400 | ​ | | 136.33 | | 408,400 | | $ | 871.1 | ​ |

| ​ | ​ | 1,281,500 | ​ | ​ | 133.69 | ​ | 1,281,500 | ​ | ​ | ​ | ​ |

| Total – 2025 | | 7,403,900 | ​ | $ | 89.84 | | 7,403,900 | | ​ | ​ | ​ |

Stock Split

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Common Stock.

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

| ​ | | 2024 | | | 2023 | |

| ​ | ​ | 2024 | | | 2023 | |

On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).

During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program.

All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company.

As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.

| First Quarter – 2024 | ​ | 2,858,200 | ​ | $ | 53.80 | ​ | 2,858,200 | ​ | $ | 72.7 | ​ |

| Second Quarter – 2024 | ​ | 3,068,840 | ​ | ​ | 62.05 | ​ | 3,068,840 | ​ | ​ | 1,881.4 | ​ |

| Third Quarter – 2024 | ​ | 2,730,300 | ​ | ​ | 64.55 | ​ | 2,730,300 | ​ | ​ | 1,705.2 | ​ |

| October 1 to October 31, 2024 | | 821,200 | ​ | | 66.20 | | 821,200 | | ​ | 1,650.8 | ​ |

| November 1 to November 30, 2024 | | 833,700 | ​ | | 71.53 | | 833,700 | | ​ | 1,591.2 | ​ |

| December 1 to December 31, 2024 | | 753,800 | ​ | | 72.79 | | 753,800 | | $ | 1,536.3 | ​ |

| ​ | ​ | 2,408,700 | ​ | ​ | 70.11 | ​ | 2,408,700 | ​ | ​ | ​ | ​ |

| Total – 2024 | | 11,066,040 | ​ | $ | 62.29 | | 11,066,040 | | ​ | ​ | ​ |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles).

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

The Company has unrecognized tax benefits of [removed: $214.5] [added: $316.5] million, including penalties and interest, as of December 31, [removed: 2024.][added: 2025.]

| | ◾ | Evaluating former and ongoing tax audits [added: and notices] by tax authorities |

| ​ | [added: ​] | 2024 | [removed: |] [added: ​] | 2023 | | [removed: | 2022 | | |]

| Net sales | ​ | $ | [removed: 15,222.7] [added: 23,094.7] | ​ | $ | [removed: 12,554.7] [added: 15,222.7] | ​ | $ | [removed: 12,623.0] [added: 12,554.7] | ​ |

| Cost of sales | ​ | | [removed: 10,083.0] [added: 14,577.0] | ​ | | [removed: 8,470.6] [added: 10,083.0] | ​ | | [removed: 8,594.8] [added: 8,470.6] | ​ |

| Gross profit | ​ | | [removed: 5,139.7] [added: 8,517.7] | ​ | | [removed: 4,084.1] [added: 5,139.7] | ​ | | [removed: 4,028.2] [added: 4,084.1] | ​ |

| Acquisition-related expenses | ​ | | [removed: 127.4] [added: 103.4] | ​ | | [removed: 34.6] [added: 127.4] | ​ | | [removed: 21.5] [added: 34.6] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 1,855.4] [added: 2,545.7] | ​ | | [removed: 1,489.9] [added: 1,855.4] | ​ | | [removed: 1,420.9] [added: 1,489.9] | ​ |

| Operating income | ​ | | [removed: 3,156.9] [added: 5,868.6] | ​ | | [removed: 2,559.6] [added: 3,156.9] | ​ | | [removed: 2,585.8] [added: 2,559.6] | ​ |

| Interest expense | ​ | | [removed: (217.0)] [added: (367.8)] | ​ | | [removed: (139.5)] [added: (217.0)] | ​ | | [removed: (128.4)] [added: (139.5)] | ​ |

| Gain on bargain purchase acquisition | ​ | | — | ​ | | [removed: 5.4] [added: —] | ​ | | [removed: —] [added: 5.4] | ​ |

| Other income (expense), net | ​ | | [removed: 72.0] [added: 99.9] | ​ | | [removed: 29.3] [added: 72.0] | ​ | | [removed: 10.0] [added: 29.3] | ​ |

| Income before income taxes | ​ | | [removed: 3,011.9] [added: 5,600.7] | ​ | | [removed: 2,454.8] [added: 3,011.9] | ​ | | [removed: 2,467.4] [added: 2,454.8] | ​ |

| Provision for income taxes | ​ | | [removed: (570.3)] [added: (1,295.4)] | ​ | ​ | [removed: (509.3)] [added: (570.3)] | ​ | | [removed: (550.6)] [added: (509.3)] | ​ |

| Net income | ​ | ​ | [removed: 2,441.6] [added: 4,305.3] | ​ | ​ | [removed: 1,945.5] [added: 2,441.6] | ​ | ​ | [removed: 1,916.8] [added: 1,945.5] | ​ |

| Less: Net income attributable to noncontrolling interests | ​ | | [removed: (17.6)] [added: (35.0)] | ​ | | [removed: (17.5)] [added: (17.6)] | ​ | | [removed: (14.5)] [added: (17.5)] | ​ |

| Net income attributable to Amphenol Corporation | ​ | $ | [removed: 2,424.0] [added: 4,270.3] | ​ | $ | [removed: 1,928.0] [added: 2,424.0] | ​ | $ | [removed: 1,902.3] [added: 1,928.0] | ​ |

| Net income attributable to Amphenol Corporation per common share — Basic | ​ | $ | [removed: 2.01] [added: 3.51] | ​ | $ | [removed: 1.62] [added: 2.01] | ​ | $ | [removed: 1.60] [added: 1.62] | ​ |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 1,203.8] [added: 1,218.2] | ​ | | [removed: 1,193.0] [added: 1,203.8] | ​ | | [removed: 1,192.3] [added: 1,193.0] | ​ |

| Net income attributable to Amphenol Corporation per common share — Diluted | ​ | $ | [removed: 1.92] [added: 3.34] | ​ | $ | [removed: 1.55] [added: 1.92] | ​ | $ | [removed: 1.53] [added: 1.55] | ​ |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 1,263.6] [added: 1,277.5] | ​ | | [removed: 1,241.2] [added: 1,263.6] | ​ | | [removed: 1,242.0] [added: 1,241.2] | ​ |

| Dividends declared per common share | ​ | $ | [removed: 0.55] [added: 0.745] | ​ | $ | [removed: 0.425] [added: 0.55] | ​ | $ | [removed: 0.405] [added: 0.425] | ​ |

| Net income | ​ | $ | [removed: 2,441.6] [added: 4,305.3] | ​ | $ | [removed: 1,945.5] [added: 2,441.6] | ​ | $ | [removed: 1,916.8] [added: 1,945.5] | ​ |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Foreign currency translation adjustments | ​ | | [removed: (201.1)] [added: 289.6] | ​ | | [removed: (0.9)] [added: (201.1)] | ​ | | [removed: (265.2)] [added: (0.9)] | ​ |

| Unrealized loss on hedging activities | ​ | | [removed: —] [added: (66.7)] | ​ | | — | ​ | | [removed: (0.1)] [added: —] | ​ |

| Pension and postretirement benefit plan adjustment | ​ | ​ | [removed: 16.6] [added: 18.1] | ​ | ​ | [removed: 1.1] [added: 16.6] | ​ | ​ | [removed: 11.8] [added: 1.1] | ​ |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | ​ | | [removed: (184.5)] [added: 241.0] | ​ | | [removed: 0.2] [added: (184.5)] | ​ | | [removed: (253.5)] [added: 0.2] | ​ |

| Total comprehensive income | ​ | | [removed: 2,257.1] [added: 4,546.3] | ​ | | [removed: 1,945.7] [added: 2,257.1] | ​ | | [removed: 1,663.3] [added: 1,945.7] | ​ |

| Less: Comprehensive income attributable to noncontrolling interests | ​ | | [removed: (15.8)] [added: (39.2)] | ​ | | [removed: (16.3)] [added: (15.8)] | ​ | | [removed: (9.5)] [added: (16.3)] | ​ |

| Comprehensive income attributable to Amphenol Corporation | ​ | $ | [removed: 2,241.3] [added: 4,507.1] | ​ | $ | [removed: 1,929.4] [added: 2,241.3] | ​ | $ | [removed: 1,653.8] [added: 1,929.4] | ​ |

| ​ | | [added: 2025 | | ​ ​ ​ |] 2024 | | [added: ​ ​ ​] | 2023 | | |

| Cash and cash equivalents | ​ | $ | [removed: 3,317.0] [added: 11,130.6] | ​ | $ | [removed: 1,475.0] [added: 3,317.0] | ​ |

| Short-term investments | ​ | | [removed: 18.4] [added: 303.6] | ​ | | [removed: 185.2] [added: 18.4] | ​ |

| Total cash, cash equivalents and short-term investments | ​ | | [removed: 3,335.4] [added: 11,434.2] | ​ | | [removed: 1,660.2] [added: 3,335.4] | ​ |

| Accounts receivable, less allowance for doubtful accounts of [removed: $66.5] [added: $99.3] and [removed: $68.4,] [added: $66.5,] respectively | ​ | | [removed: 3,287.9] [added: 4,717.1] | ​ | | [removed: 2,618.4] [added: 3,287.9] | ​ |

| | ◾ | Determining if there is any relevant additional information available that was not identified and considered in management’s assessment |

February 11, 2026

| ​ | ​ | ​ | | | | | | | | ​ |

| Common stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 4,270.3 | ​ | ​ | ​ | ​ | | 34.6 | ​ | | 4,304.9 | ​ | | 0.4 | ​ |

| Other comprehensive income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 236.8 | ​ | | 3.1 | ​ | | 239.9 | ​ | | 1.1 | ​ |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 0.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 0.7 | ​ | ​ | (0.9) | ​ |

| Stock options exercised | | 22.0 | ​ | | — | ​ | 2.6 | ​ | ​ | 156.8 | ​ | | 495.0 | ​ | ​ | (99.4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 552.4 | ​ | ​ | ​ | ​ |

| Balance as of December 31, 2025 | | 1,228.9 | ​ | $ | 1.2 | ​ | (2.4) | ​ | $ | (195.8) | ​ | $ | 4,232.9 | ​ | $ | 9,854.3 | ​ | $ | (479.5) | ​ | $ | 87.3 | ​ | $ | 13,500.4 | ​ | $ | 9.3 | ​ |

| Net income | ​ | $ | 4,305.3 | ​ | $ | 2,441.6 | ​ | $ | 1,945.5 | ​ |

| Treasury lock settlement | ​ | ​ | (88.0) | ​ | ​ | — | ​ | ​ | — | ​ |

Purchases of property, plant and equipment were $1,040.3 and $665.4 for the years ended December 31, 2025 and 2024, respectively.

Capital expenditures, which includes both purchases of property, plant and equipment and amounts included in Accounts payable, for the years ended December 31, 2025 and 2024, primarily related to investments in manufacturing capabilities, both in the U.S. and internationally.

Capital expenditures included in Accounts payable were $207.0 and $163.3 as of December 31, 2025 and 2024, respectively, which primarily related to these investments.

In the third quarter of 2025, as part of its annual evaluations, the Company performed a quantitative goodwill impairment assessment for each reporting unit.

As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using an equal weighting of the market and income approaches, which the Company believes provide the best indicators of their fair value.

The market approach utilizes market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry, while the income approach is based on estimate discounted future cash flows.

Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly-traded companies and from recent transactions within the industry.

As part of its quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment.

The Company has used treasury lock derivative instruments to hedge the exposure to changes in benchmark interest rates associated with forecasted issuances of fixed-rate debt.

In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments, which were settled upon the issuance of the November Senior Notes as discussed in Note 5 herein.

As of December 31, 2025, there were no outstanding treasury lock derivative instruments.

Gains and losses on the effective portion of treasury lock derivative instruments resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss) and amortized to Interest expense over the term of the related debt upon issuance.

Any ineffective portion is recognized immediately in interest expense.

Cash flows associated with treasury locks are classified and reported within financing activities in the Consolidated Statements of Cash Flow.

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4 herein, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

In December 2025, the FASB issued ASU No. 2025-11, _Interim Reporting (Topic 270): Narrow-Scope Improvements_ (“ASU 2025-11”), which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. GAAP.

Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.

The amendments under ASU 2025-11 should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the potential impact of ASU 2025-11 on its interim consolidated financial statements and disclosures.

| ​ | ​ | 2025 | | ​ ​ ​ | 2024 | |

| ​ | ​ | $ | 3,424.9 | ​ | $ | 2,545.7 |

| ​ | ​ | 2025 | | ​ ​ ​ | 2024 | |

| ​ | ​ | | 5,401.6 | ​ | | 4,176.1 |

| ​ | ​ | $ | 2,305.6 | ​ | $ | 1,711.8 |

| Floating Rate Senior Notes (less unamortized discount of nil at December 31, 2025) | ​ | November 2027 | ​ | ​ | 500.0 | ​ | ​ | 501.0 | ​ | ​ | — | ​ | ​ | — | ​ |

| 3.800% Senior Notes (less unamortized discount of $0.5 at December 31, 2025) | ​ | November 2027 | ​ | ​ | 749.5 | ​ | ​ | 749.5 | ​ | ​ | — | ​ | ​ | — | ​ |

| 4.375% Senior Notes (less unamortized discount of $0.5 at December 31, 2025) | ​ | June 2028 | ​ | ​ | 749.5 | ​ | ​ | 757.5 | ​ | ​ | — | ​ | ​ | — | ​ |

| 3.900% Senior Notes (less unamortized discount of $0.8 at December 31, 2025) | ​ | November 2028 | ​ | ​ | 749.2 | ​ | ​ | 747.7 | ​ | ​ | — | ​ | ​ | — | ​ |

| 4.125% Senior Notes (less unamortized discount of $1.0 at December 31, 2025) | ​ | November 2030 | ​ | ​ | 999.0 | ​ | ​ | 993.8 | ​ | ​ | — | ​ | ​ | — | ​ |

| | ◾ | Reviewing other available relevant information |

February 7, 2025

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2022 | | 1,201.4 | ​ | $ | 1.2 | ​ | (3.2) | ​ | $ | (100.0) | ​ | $ | 2,408.4 | ​ | $ | 4,278.9 | ​ | $ | (286.5) | ​ | $ | 58.1 | ​ | $ | 6,360.1 | ​ | $ | 19.0 | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,902.3 | ​ | ​ | ​ | ​ | | 12.9 | ​ | | 1,915.2 | ​ | | 1.6 | ​ |

| Other comprehensive income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (248.5) | ​ | | (5.0) | ​ | | (253.5) | ​ | | — | ​ |

| Purchase of noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1.8) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2.8) | ​ | ​ | (4.6) | ​ | ​ | ​ | ​ |

| Stock options exercised | | 9.3 | ​ | | — | ​ | 1.9 | ​ | ​ | 61.0 | ​ | | 153.7 | ​ | ​ | (29.5) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 185.2 | ​ | ​ | ​ | ​ |

| Proceeds from short-term borrowings | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 44.9 | ​ |

| Repayments of short-term borrowings | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (44.9) | ​ |

may not necessarily be indicative of its future operating results.

_Stock Split_

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two\-for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.

equipment and office equipment and 20 to 40 years for buildings.

As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.

are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

including dilutive common shares, the dilutive effect of which relates to stock options.

The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

In December 2023, the FASB issued ASU No. 2023-09, _Income Taxes (Topic 740): Improvements to Income Tax Disclosures_ (“ASU 2023-09”).

prospects.

The Company continues to evaluate ASU 2023-09 and its disclosure requirements, and will adopt this standard in our upcoming Annual Report on Form 10-K for the year ended December 31, 2025.

| ​ | ​ | $ | 2,545.7 | ​ | $ | 2,167.1 |

| ​ | ​ | | 4,176.1 | ​ | | 3,576.5 |

| ​ | ​ | $ | 1,711.8 | ​ | $ | 1,314.7 |

| Term Loan Credit Facility | | April 2024 | | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ |

| 4.350% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2024 and 2023, respectively) | | June 2029 | | ​ | 499.8 | ​ | ​ | 489.1 | ​ | ​ | 499.8 | ​ | ​ | 497.2 | ​ |

| Other debt | | 2025-2031 | | ​ | 4.3 | ​ | ​ | 4.3 | ​ | | 9.5 | ​ | ​ | 9.5 | ​ |

Financing Rate (“SOFR”).

Term Loan Credit Facility

On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”).

The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, [removed: 2024.][added: 2025.]

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2024.][added: 2025.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).

Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which is included in Item 8 of this Annual Report.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] and certain information included therein is incorporated herein by reference.

A copy of the Company’s Insider Trading Compliance Policy is [removed: filed] [added: included] as Exhibit 19.1 to this Annual Report.

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2024:][added: 2025:]

| ​ | [added: ​ ​ ​] | Number of | [added: ​ ​ ​] | Weighted | | [added: ​ ​ ​] | Number of securities remaining | ​ |

| ​ | [added: ​ ​ ​] | securities to be issued | ​ | average exercise | | ​ | available for future issuance | ​ |

| ​ | [added: ​ ​ ​] | upon exercise of | ​ | price of outstanding | | ​ | under equity compensation | ​ |

| Plan category | [added: ​ ​ ​] | warrants and rights | ​ | and rights | | ​ | reflected in column (a)) | ​ |

| Equity compensation plans [added: not] approved by security holders | [added: ​ ​ ​] | [removed: 105,704,191] [added: —] | ​ | [removed: $] | [removed: 29.40] [added: —] | | [removed: 55,113,594] [added: —] | ​ |

| Equity compensation plans [removed: not] approved by security holders | [added: ​ ​ ​] | [removed: —] [added: 88,821,121] | ​ | [added: $] | [removed: —] [added: 36.62] | | [removed: —] [added: 47,388,446] | ​ |

| Total | ​ ​ ​ | 88,821,121 | ​ | $ | 36.62 | | 47,388,446 | ​ |

| Total | | 105,704,191 | ​ | $ | 29.40 | | 55,113,594 | ​ |

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) (PCAOB ID No. 34) | [removed: [50](#REPORTOFINDEPENDENT_150676)] [added: [53](#REPORTOFINDEPENDENT_150676)] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofIncome_247596)] [added: 2023](#ConsolidatedStatementsofIncome_247596)] | [removed: [52](#ConsolidatedStatementsofIncome_247596)] [added: [55](#ConsolidatedStatementsofIncome_247596)] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofComprehensiveInc)] [added: 2023](#ConsolidatedStatementsofComprehensiveInc)] | [removed: [53](#ConsolidatedStatementsofComprehensiveInc)] [added: [56](#ConsolidatedStatementsofComprehensiveInc)] |

| [Consolidated Balance Sheets—December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ConsolidatedBalanceSheets_591973)] [added: 2024](#ConsolidatedBalanceSheets_591973)] | [removed: [54](#ConsolidatedBalanceSheets_591973)] [added: [57](#ConsolidatedBalanceSheets_591973)] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofChangesinEquity_)] [added: 2023](#ConsolidatedStatementsofChangesinEquity_)] | [removed: [55](#ConsolidatedStatementsofChangesinEquity_)] [added: [58](#ConsolidatedStatementsofChangesinEquity_)] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofCashFlow_3394)] [added: 2023](#ConsolidatedStatementsofCashFlow_3394)] | [removed: [56](#ConsolidatedStatementsofCashFlow_3394)] [added: [59](#ConsolidatedStatementsofCashFlow_3394)] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: [57](#NotestoConsolidatedFinancialStatements_6)] [added: [60](#NotestoConsolidatedFinancialStatements_6)] |

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: [95](#ManagementReportonInternalControl_110591)] [added: [101](#ManagementReportonInternalControl_110591)] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2024] [added: 2025] | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#SCHEDULEII_950693)] [added: 2023](#SCHEDULEII_950693)] | [removed: [102](#SCHEDULEII_950693)] [added: [108](#SCHEDULEII_950693)] |

| [removed: 3.3] [added: 3.4] | [Amphenol Corporation, Fifth Amended and Restated By-laws dated August 3, 2023 (filed as Exhibit 3.1 to the Form 8-K filed on August 4, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923087831/tm2322784d1_ex3-1.htm) |

| 4.5 | [Officer’s Certificate, dated [removed: April 5, 2017,] [added: January 9, 2019,] establishing [removed: both] the [removed: 2.200% Senior Notes due 2020 and the 3.200%] [added: 4.350%] Senior Notes due [removed: 2024] [added: 2029] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: April 5, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917021585/a17-8427_5ex4d2.htm)] [added: January 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm)] |

| 4.6 | [Officer’s Certificate, dated [removed: January 9,] [added: September 10,] 2019, establishing the [removed: 4.350%] [added: 2.800%] Senior Notes due [removed: 2029] [added: 2030] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: January] [added: September] 10, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] |

| 4.7 | [Officer’s Certificate, dated September [removed: 10, 2019,] [added: 14, 2021,] establishing the [removed: 2.800%] [added: 2.200%] Senior Notes due [removed: 2030] [added: 2031] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September [removed: 10, 2019).*](https://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] [added: 14, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921115572/tm2127639d1_ex4-2.htm)] |

| 4.8 | [Officer’s Certificate, dated [removed: February 20, 2020,] [added: March 30, 2023,] establishing the [removed: 2.050%] [added: 4.750%] Senior Notes due [removed: 2025] [added: 2026] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: February 20, 2020).*](https://www.sec.gov/Archives/edgar/data/820313/000110465920023374/tm209449d1_ex4-2.htm)] [added: March 30, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923039148/tm236339d7_ex4-2.htm)] |

| 4.9 | [Officer’s Certificate, dated [removed: September 14, 2021,] [added: April 5, 2024,] establishing the [removed: 2.200%] [added: 5.050%] Senior Notes due [removed: 2031] [added: 2027, 5.050% Senior Notes due 2029, and 5.250% Senior Notes due 2034,] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: September 14, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921115572/tm2127639d1_ex4-2.htm)] [added: April 5, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924044291/tm2410279d2_ex4-2.htm)] |

| [removed: 4.10] [added: 4.11] | [removed: [Officer’s] [added: [Officers’] Certificate, dated [removed: March 30, 2023,] [added: June 12, 2025,] establishing the [removed: 4.750%] [added: 4.375%] Senior Notes due [removed: 2026] [added: 2028,] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: March 30, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923039148/tm236339d7_ex4-2.htm)] [added: June 12, 2025).*](https://www.sec.gov/Archives/edgar/data/820313/000110465925058878/tm2517691d2_ex4-2.htm)] |

| [removed: 4.11] [added: 4.12] | [removed: [Officer’s] [added: [Officers’] Certificate, dated [removed: April 5, 2024,] [added: June 16, 2025,] establishing the [removed: 5.050% Senior Notes due 2027, 5.050% Senior Notes due 2029, and 5.250%] [added: 3.125%] Senior Notes due [removed: 2034,] [added: 2032,] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: April 5, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924044291/tm2410279d2_ex4-2.htm)] [added: June 16, 2025).*](https://www.sec.gov/Archives/edgar/data/820313/000110465925059845/tm2517691d3_ex4-2.htm)] |

| [removed: 4.12] [added: 4.10] | [Officer’s Certificate, dated October 31, 2024, establishing the 5.000% Senior Notes due 2035 and 5.375% Senior Notes due 2054, pursuant to the Indenture (filed as Exhibit 4.3 to the Form 8-K filed on October 31, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924113098/tm2427206d1_ex4-3.htm) |

| [removed: 4.13] [added: 4.14] | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934 (filed as Exhibit 4.11 to the December 31, 2023 Form 10-K).*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex4d11.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/820313/000110465926013549/aph-20251231xex4d14.htm)] |

| 10.18 | [Eleventh Amendment to Pension Plan for Employees of Amphenol Corporation, as amended and restated effective January 1, 2016, dated December 19, [removed: 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d18.htm)] [added: 2024 (filed as Exhibit 10.18 to the December 31, 2024 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d18.htm)] |

| 10.19 | [Twelfth Amendment to Pension Plan for Employees of Amphenol Corporation, as amended and restated effective January 1, 2016, dated December 19, [removed: 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d19.htm)] [added: 2024 (filed as Exhibit 10.19 to the December 31, 2024 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d19.htm)] |

| [removed: 10.20] [added: 10.22] | [Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909011495/a09-1255_1ex10d24.htm) |

| [removed: 10.21] [added: 10.23] | [First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10148056b.htm) |

| [removed: 10.22] [added: 10.24] | [The 2024 Restricted Stock Plan for Directors of Amphenol Corporation (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed on April 8, 2024).†*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000820313/000110465924044584/tm242665d4_def14a.htm) |

| [removed: 10.23] [added: 10.25] | [2024 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement (filed as Exhibit A of Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed on April 8, 2024).†*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000820313/000110465924044584/tm242665d4_def14a.htm) |

| [removed: 10.24] [added: 10.26] | [removed: [2025] [added: [2026] Amphenol Corporation Management Incentive [removed: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d24.htm)] [added: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000110465926013549/aph-20251231xex10d26.htm)] |

| [removed: 10.25] [added: 10.27] | [Third Amended and Restated Credit Agreement, dated March 21, 2024, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on March 22, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924037967/tm249570d1_ex10-1.htm) |

| [removed: 10.26] [added: 10.28] | [The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective April 5, 2022, dated April 18, 2022 (filed as Exhibit 10.23 to the June 30, 2022 Form 10-Q).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837022011379/aph-20220630xex10d23.htm) |

| [removed: 10.27] [added: 10.29] | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2023, dated December 19, 2022 (filed as Exhibit 10.25 to the December 31, 2022 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d25.htm) |

| [removed: 10.28] [added: 10.30] | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2024, dated November 30, 2023 (filed as Exhibit 10.28 to the December 31, 2023 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d28.htm) |

| [removed: 10.29] [added: 10.31] | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2025, dated November 21, [removed: 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d29.htm)] [added: 2024 (filed as Exhibit 10.29 to the December 31, 2024 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d29.htm)] |