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What changed in nVent Electric plc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of nVent Electric plc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+255 added−241 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in nVent Electric plc's 2025 10-K

255 paragraphs added · 241 removed · 198 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe believe diverse teams drive innovation, connection and growth for our employees. As part of this commitment to our people, we conduct pay parity reviews of our compensation. The goal of these reviews is to ensure internal pay alignment and equitable treatment for employees, as well as providing competitive and performance-based pay.
Biggest changeWe are dedicated to providing equitable compensation as a commitment to our people. By focusing on equitable pay, we enhance our ability to grow, retain and motivate diverse employees on our team. We believe diverse teams drive innovation, connection and growth for our employees. As part of this commitment to our people, we conduct pay parity reviews of our compensation.
BUSINESS AND PRODUCTS Enclosures Our Enclosures business provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency. We are an enclosures and liquid cooling leader in the U.S. and globally.
BUSINESS AND PRODUCTS Systems Protection Our Systems Protection business provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency. We are an enclosures and liquid cooling leader in the U.S. and globally.
In 2015, Pentair acquired ERICO Global Company, a leading global manufacturer of superior engineered electrical and fastening products, which operates as our Electrical & Fastening Solutions business, broadening our product offering and enabling us to provide additional global solutions to our combined customers.
In 2015, Pentair acquired ERICO Global Company, a leading global manufacturer of superior engineered electrical and fastening products, which operates as our Electrical Connections business, broadening our product offering and enabling us to provide additional global solutions to our combined customers.
Action items in the people leader goal included: completing all performance processes including goal setting, mid-year, and annual reviews; creating an action plan from the 2024 employee engagement survey results; focusing on our safety-first approach; ensuring new employees complete nVent culture training; driving diverse slates within the interviewing process; and helping to ensure the completion of all ethics and compliance trainings.
Action items in the people leader goal included: completing all performance processes including goal setting, mid-year, and annual reviews; creating an action plan from the 2025 employee engagement survey results; focusing on our safety-first approach; ensuring new employees complete nVent culture training; driving diverse slates within the interviewing process; and helping to ensure the completion of all ethics and compliance trainings.
We expect the majority of our backlog at December 31, 2024 will be shipped in 2025. Raw materials The principal materials we use in manufacturing our products are mild steel, stainless steel, electronic components, copper, aluminum and paint (powder and liquid). In addition to the purchase of raw materials, we purchase some finished goods for distribution through our sales channels.
We expect the majority of our backlog at December 31, 2025 will be shipped in 2026. Raw materials The principal materials we use in manufacturing our products are mild steel, stainless steel, electronic components, copper, aluminum and paint (powder and liquid). In addition to the purchase of raw materials, we purchase some finished goods for distribution through our sales channels.
As a result of the distribution, nVent became an independent publicly-traded company and began trading under the symbol "NVT" on the New York Stock Exchange on May 1, 2018. Our roots within Pentair trace back to the acquisition of Federal-Hoffman Corporation in 1988, which included the nVent HOFFMAN enclosures brand.
As a result of the distribution, nVent became an independent publicly-traded company and began trading under the symbol "NVT" on the New York Stock Exchange on May 1, 2018. Our roots within Pentair trace back to the acquisition of Federal-Hoffman Corporation in 1988, which included the nVent HOFFMAN Systems Protection brand.
In 2023, as part of our Electrical & Fastening Solutions reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management.
In 2023, as part of our Electrical Connections reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management.
Our broad range of products and solutions support industrial, infrastructure, commercial and residential, and energy applications around the world. Our solutions help our customers improve energy efficiency, ensure resiliency and protection, increase customer productivity, enhance safety and contribute to more sustainable operations. At nVent, we operate across two segments: Enclosures and Electrical & Fastening Solutions.
Our broad range of products and solutions support infrastructure, industrial, commercial and residential, and energy applications around the world. Our solutions help our customers improve energy efficiency, ensure resiliency and protection, increase customer productivity, enhance safety and contribute to more sustainable operations. At nVent, we operate across two segments: Systems Protection and Electrical Connections.
From that starting point, we have grown both organically and via acquisitions. Our Enclosures business first applied lean principles within the organization in the 1990s, leveraging its culture of customer service and operational excellence.
From that starting point, we have grown both organically and via acquisitions. Our Systems Protection business first applied lean principles within the organization in the 1990s, leveraging its culture of customer service and operational excellence.
ITEM 1. BUSINESS COMPANY OVERVIEW nVent Electric plc is a leading global provider of systems protections and electrical connection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We connect and protect some of the world's most critical systems to make them safer, more efficient and resilient.
ITEM 1. BUSINESS COMPANY OVERVIEW nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We connect and protect some of the world's most critical electrical systems to make them safer, more efficient and resilient.
We believe that trends like electrification, sustainability and digitalization, including increased use of artificial intelligence, are helping to drive the need for our products. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings and power distribution solutions help protect operating environments for mission critical applications. Our solutions help make systems more resilient, helping avoid downtime.
We believe that trends like electrification, sustainability and digitalization, including increased use of artificial intelligence, are helping to drive the need for our products. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings, switchgear systems and power distribution solutions help protect operating environments for mission critical applications.
In 2024, we trained 97% of our offline, factory team members globally on our Code of Conduct. 4 We offer a number of resources to report concerns, including a confidential helpline, website, text messaging support and dedicated email inbox. We prohibit any form of retaliation against anyone reporting in good faith and take all reported concerns seriously.
In 2025, we also trained 100% of our offline, factory team members globally on our Code of Conduct. We offer a number of resources to report concerns, including a confidential helpline, website, text messaging support and dedicated email inbox. We prohibit any form of retaliation against anyone reporting in good faith and take all reported concerns seriously.
HUMAN CAPITAL MATTERS As of December 31, 2024, we employed approximately 12,100 people worldwide, of which approximately 39% are located in the U.S. Outside the U.S., we have employees in certain countries that are represented by an employee representative organization, such as a union, works council or employee association.
HUMAN CAPITAL MATTERS As of December 31, 2025, we employed approximately 12,000 people worldwide, of which approximately 48% are located in the U.S. Outside the U.S., we have employees in certain countries that are represented by an employee representative organization, such as a union, works council or employee association.
In the first quarter of 2025, we will be renaming our Enclosures segment to Systems Protection, and our Electrical & Fastening Solutions segment to Electrical Connections. Our portfolio of premier, industry-leading brands, some of which have a history spanning over 100 years, includes nVent CADDY, ERICO, HOFFMAN, ILSCO, SCHROFF and TRACHTE.
In 2025, we renamed our Enclosures segment to Systems Protection and our Electrical & Fastening Solutions segment to Electrical Connections. Our portfolio of premier, industry-leading brands, some of which have a history spanning over 100 years, includes nVent CADDY, ERICO, HOFFMAN, ILSCO, SCHROFF and TRACHTE.
We currently have nine Employee Resource Groups (“ERGs”) designed to create opportunities for development while assisting in meeting business objectives. All ERGs are employee-led and employee-driven and open to all nVent employees. They provide a support system to foster awareness, inclusion and respect.
We currently have nine Employee Resource Groups (“ERGs”) designed to create opportunities for development while assisting in meeting business objectives. All ERGs are employee-led and employee-driven and open to all nVent employees. They 3 provide a support system to foster awareness, inclusion and respect. In 2025, our ERG membership grew to over 2,000 members.
In 2024, we completed the acquisition of the Trachte, LLC ("Trachte") as part of our Enclosures reporting segment, for approximately $687.5 million in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets.
In 2024, we completed the acquisition of Trachte, LLC ("Trachte") as part of our Systems Protection reporting segment, for approximately $0.7 billion in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets.
We record as part of our backlog all orders from external customers, which represent firm commitments, and are supported by a purchase order or other legitimate contract. The increase in backlog from 2023 to 2024 was primarily the result of the acquisition of Trachte, LLC.
We record as part of our backlog all orders from external customers, which represent firm commitments, and are supported by a purchase order or other legitimate contract. The increase in backlog from 2024 to 2025 was primarily the result of the acquisition of the Electrical Products Group and the growth of our data centers business.
Our products and solutions are primarily used by contractors, electrical utilities, electricians and panel builders. Our Electrical & Fastening Solutions brands include nVent CADDY, nVent ERICO and nVent ILSCO. Competition The markets for our products and services are geographically diverse and highly competitive.
Our bus systems, cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient. Our products and solutions are primarily used by contractors, electrical utilities, electricians and panel builders. Our Electrical Connections brands include nVent CADDY, ERICO and ILSCO. Competition The markets for our products and services are geographically diverse and highly competitive.
Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. We are a leading global provider known for our application expertise and innovative labor saving solutions. Our cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient.
Electrical Connections Our Electrical Connections business provides innovative solutions that connect power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. We are a leading global provider known for our application expertise and innovative labor saving solutions.
Seasonality We generally experience increased demand for Electrical & Fastening Solutions products during the spring and summer months in the Northern Hemisphere. 2 Backlog of Orders by Segment December 31 In millions 2024 2023 $ change % change Enclosures $ 665.9 $ 373.1 $ 292.8 78.5 % Electrical & Fastening Solutions 83.4 89.7 (6.3) (7.0) Total $ 749.3 $ 462.8 $ 286.5 61.9 % A majority of our revenues result from orders received and products delivered in the same month and products generally ship within 90 days of the date on which a customer places an order.
Seasonality We generally experience increased demand for Electrical Connections products during the spring and summer months in the Northern Hemisphere. 2 Backlog of Orders by Segment December 31 In millions 2025 2024 $ change % change Systems Protection $ 2,118.9 $ 665.9 $ 1,453.0 218.2 % Electrical Connections 231.0 83.4 147.6 177.0 Total $ 2,349.9 $ 749.3 $ 1,600.6 213.6 % A majority of our revenues result from orders received and products delivered in the same month and products generally ship within 90 days of the date on which a customer places an order.
Career development was identified as an area of focus following our 2023 engagement survey, and we continued our efforts to develop our people throughout 2024.
Career development was identified as an area of focus following our 2025 engagement survey, and we continued our efforts to develop our people throughout 2025. We focus on developing our employees through Continuous Conversation development discussions between employees and people leaders.
On July 31, 2024, we entered into a definitive agreement to sell our Thermal Management business to BCP VI Summit Holdings LP (assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for a purchase price of $1.7 billion in cash, subject to certain customary purchase price adjustments.
In 2025, we completed the sale of the Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments.
We design, manufacture, market, install and service high performance products and solutions that are helping to build a more sustainable and electrified world. We have a comprehensive portfolio of cable management, control buildings, cooling solutions both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and we are recognized globally for quality, reliability and innovation.
We have a comprehensive portfolio of bus systems, cable management, control buildings, cooling solutions, both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and switchgear systems, and we are recognized globally for quality, reliability and innovation.
The Thermal Management business was previously disclosed as a stand-alone reporting segment, and is now presented as a discontinued operations in our Consolidated Financial Statements for all periods presented. On January 30, 2025, we completed the sale of the Thermal Management business.
The Thermal Management business was previously disclosed as a stand-alone reporting segment, and is now presented as a discontinued operations in our Consolidated Financial Statements for all periods presented. In 2025, we completed the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") for approximately $1.0 billion in cash.
We sell globally but serve locally with regional manufacturing and supply chains. Our solutions are used by hyperscalers, utilities, original equipment manufacturers, panel builders and contractors. Our Enclosures brands include nVent HOFFMAN, nVent SCHROFF and nVent TRACHTE. Electrical & Fastening Solutions Our Electrical & Fastening Solutions business provides innovative solutions that connect power and data infrastructure.
Our solutions help make systems more resilient, helping avoid downtime. We sell globally but serve locally with regional manufacturing and supply chains. Our solutions are primarily used by hyperscalers, utilities, original equipment manufacturers, panel builders and contractors. Our Systems Protection brands include nVent HOFFMAN, SCHROFF and TRACHTE.
Results from each of the pulse surveys were shared with people leaders, who were encouraged to discuss results and potential improvement areas with their teams. As part of our annual goal planning process, all of our people leaders were assigned a people leader goal focused on engaging and developing their employees.
As part of our annual goal planning process, all of our people leaders were assigned a people leader goal focused on engaging and developing their employees.
Our managers invest in continuous improvement, lead by example, communicate openly, lead safety initiatives, build trust within teams and consistently model the right safety behavior to create an environment where employee safety is prioritized.
We have established a detailed list of safety standards, hold sites accountable to those standards and continuously look for ways to improve and comply with relevant regulations and expectations. 4 Our managers invest in continuous improvement, lead by example, communicate openly, lead safety initiatives, build trust within teams and consistently model the right safety behavior to create an environment where employee safety is prioritized.
Our Spark management system defines how we operate. The five elements of Spark are People, Growth, Lean, Digital and Velocity. Together, they provide the mindset and operating system to propel the success of our company.
Together, they provide the mindset and operating system to propel the success of our company.
All of our people leaders were required to share survey results with their teams and develop action plans to address specific areas of improvement. In addition, throughout 2024, we conducted three pulse surveys with questions focused on our Inclusion Index and employee satisfaction.
Since 2018, we continue to have above benchmark participation in our employee engagement surveys, and our employee engagement score has increased 7 points since our first survey. All of our people leaders were required to share survey results with their teams and develop action plans to address specific areas of improvement.
We are “One nVent”, with a unified focus on commercial excellence, digital transformation, scaled and integrated technology, and global presence and capabilities. As we continue scaling our capabilities under our umbrella brand of nVent, we expect to 1 expand our products and solutions and to continue to differentiate our company by creating solutions that solve problems for our customers.
As we continue scaling our capabilities under our umbrella brand of nVent, we expect to expand our products and solutions and to continue to differentiate our company by creating solutions that solve problems for our customers. Our Spark management system defines how we operate. The five elements of Spark are People, Growth, Lean, Digital and Velocity.
(2) Data for U.S. employee population only. (3) Global data. Compensation and Benefits We strive to offer our employees across the world comprehensive benefit programs that reflect the market practices in their country of employment.
Compensation and Benefits We strive to offer our employees across the world comprehensive benefit programs that reflect the market practices in their country of employment. We participate in and review remuneration surveys from leading, independent consultants for all of our countries so that we have the information to set competitive wages and salaries.
Code of Conduct Training In 2024, our Code of Business Conduct and Ethics training was offered in 12 different languages to employees in 35 countries. 100% of professional employees completed the training, including topics such as safety, safeguarding company assets, conflict of interest, gifts and hospitality, anti-corruption, unconscious bias and age discrimination.
Code of Conduct Training In 2025, our Code of Business Conduct and Ethics training was offered in 12 different languages to employees in 35 countries. 100% of professional employees completed the training, including topics such as responsible use of social media, the importance of reporting ethical concerns, identifying and mitigating bribery and corruption risks and cybersecurity, data privacy, and acceptable use of artificial intelligence.
We actively encourage employees to report all incidents so that we can identify opportunities to improve before significant events occur. We have established a detailed list of safety standards, hold sites accountable to those standards and continuously look for ways to improve and comply with relevant regulations and expectations.
We actively encourage employees to report all incidents so that we can identify opportunities to improve before significant events occur.
Employee Engagement and Development We believe it is important to hear from our employees to learn about what we are doing well and where we can become stronger through regular employee engagement surveys. Since 2018, our employee response rate has increased by 20 points, and we have achieved a 6 point increase in our employee engagement score.
The goal of these reviews is to ensure internal pay alignment and equitable treatment for employees, as well as providing competitive and performance-based pay. Employee Engagement and Development We believe it is important to hear from our employees to learn about what we are doing well and where we can become stronger through regular employee engagement surveys.
Removed
In 2024, our ERG membership grew to over 1,900 members. 3 The following sets forth information regarding our workforce as of December 31, 2024, including the Thermal Management business, but excluding businesses we acquired in 2024 and direct field labor employees representing workers with contractual agreements for short-term labor: Percent of executive leadership (1) Percent of management Percent of all other employees Racially diverse (2) 22% 22% 44% Women (3) 40% 27% 26% (1) Our executive leadership is defined as the Chief Executive Officer and the Executive Leadership Team.
Added
We design, manufacture, market, install and service high performance products and solutions that connect and protect mission critical equipment, buildings and essential processes.
Removed
We participate in and review remuneration surveys from leading, independent consultants for all of our countries so that we have the information to set competitive wages and salaries. We are dedicated to providing equitable compensation as a commitment to our people. By focusing on equitable pay, we enhance our ability to grow, retain and motivate diverse employees on our team.
Added
The Electrical Products Group is a leading provider of infrastructure solutions, designed to help ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. 1 We are “One nVent”, with a unified focus on commercial excellence, digital transformation, scaled and integrated technology, and global presence and capabilities.
Removed
We offered senior level employees the opportunity to participate in McKinsey’s Connected Leadership Academies; our mid-career managers the ability to participate in the Management Accelerator programs; and our early career, individual contributors the opportunity to participate in Leadership Essentials. We focus on developing our employees through Continuous Conversation development discussions between employees and people leaders.
Added
In addition, throughout 2025, we conducted two pulse surveys and one full engagement survey, which included questions focused on our Inclusion Index and employee satisfaction. Leaders reviewed the results with their teams and created focused action plans based on the results.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTherefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland. 13 As an Irish company, we are governed by the Companies Act 2014, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits.
Biggest changeAs an Irish company, we are governed by the Companies Act 2014, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only.
We compete in various geographic regions and product markets around the world. Among these, the most significant are global industrial, infrastructure and commercial and residential markets. We expect to experience fluctuations in revenues and results of operations due to economic and business cycles.
We compete in various geographic regions and product markets around the world. Among these, the most significant are global infrastructure, industrial, and commercial and residential markets. We expect to experience fluctuations in revenues and results of operations due to economic and business cycles.
These risks include: • changes in diplomatic and trade relationships, as well as the imposition of tariffs, sanctions, duties, exchange controls, currency restrictions or other trade restrictions; • changes in general economic and political conditions in countries where we operate, particularly in emerging markets; • relatively more severe economic conditions in some international markets than in the U.S.; • the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems; • the difficulty of communicating and monitoring standards and directives across our global facilities; • the difficulty of ensuring that our products, services and supply chains meet ever-changing regional regulations and requirements; • trade protection measures and import or export licensing requirements and restrictions; 7 • the possibility of terrorist action or military conflict affecting us, our operations, supply chains or end-markets or economies generally; • the threat of nationalization and expropriation; • difficulty in staffing and managing widespread operations in non-U.S. labor markets; • changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate; • limitations on repatriation of earnings; • the difficulty of protecting intellectual property in non-U.S. countries; and • changes in and required compliance with a variety of non-U.S. laws and regulations.
These risks include: • changes in diplomatic and trade relationships, as well as the imposition of tariffs, sanctions, duties, exchange controls, currency restrictions or other trade restrictions; • changes in general economic and political conditions in countries where we operate, particularly in emerging markets; • relatively more severe economic conditions in some international markets than in the U.S.; • the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems; • the difficulty of communicating and monitoring standards and directives across our global facilities; • the difficulty of ensuring that our products, services and supply chains meet ever-changing regional regulations and requirements; • trade protection measures and import or export licensing requirements and restrictions; • the possibility of terrorist action or military conflict affecting us, our operations, supply chains or end-markets or economies generally; • the threat of nationalization and expropriation; • difficulty in staffing and managing widespread operations in non-U.S. labor markets; • changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate; • limitations on repatriation of earnings; • the difficulty of protecting intellectual property in non-U.S. countries; and • changes in and required compliance with a variety of non-U.S. laws and regulations.
The market price of nVent ordinary shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our results of operations due to factors related to our business; • success or failure of our business strategy; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain third-party financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in earnings estimates by us or securities analysts or our ability to meet those estimates; 14 • the operating and share price performance of other comparable companies or of companies in industries that are our customers; • investors' perceptions of us; • natural or other environmental disasters that investors believe may affect us; • overall market fluctuations; • results from any material litigation, including government investigations or environmental liabilities; • changes in laws and regulations affecting our business; and • general economic conditions and other external factors.
The market price of nVent ordinary shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our results of operations due to factors related to our business; • success or failure of our business strategy; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain third-party financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in earnings estimates by us or securities analysts or our ability to meet those estimates; • the operating and share price performance of other comparable companies or of companies in industries that are our customers; • investors' perceptions of us; • natural or other environmental disasters that investors believe may affect us; • overall market fluctuations; • results from any material litigation, including government investigations or environmental liabilities; • changes in laws and regulations affecting our business; and • general economic conditions and other external factors.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things: • to seek additional financing in the debt or equity markets; • to refinance or restructure all or a portion of our indebtedness; 11 • to sell selected assets or businesses; or • to reduce or delay planned capital or operating expenditures.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things: • to seek additional financing in the debt or equity markets; • to refinance or restructure all or a portion of our indebtedness; • to sell selected assets or businesses; or • to reduce or delay planned capital or operating expenditures.
Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold which Irish Revenue typically updates annually in respect of taxable gifts or inheritances received from their parents. General Risk Factors Our share price may fluctuate significantly. We cannot predict the prices at which nVent ordinary shares may trade.
Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold which Irish Revenue typically updates annually in respect of taxable gifts or inheritances received from their parents. 14 General Risk Factors Our share price may fluctuate significantly. We cannot predict the prices at which nVent ordinary shares may trade.
Accordingly, our future success depends upon a number of factors, including our ability to adapt our products, services, organization, workforce and sales strategies to fit localities throughout the world, particularly in high-growth emerging markets; identify emerging technological and other trends in our target end markets; and develop or acquire competitive products and services and bring them to market quickly and cost-effectively.
Accordingly, our future 5 success depends upon a number of factors, including our ability to adapt our products, services, organization, workforce and sales strategies to fit localities throughout the world, particularly in high-growth emerging markets; identify emerging technological and other trends in our target end markets; and develop or acquire competitive products and services and bring them to market quickly and cost-effectively.
Establishing systems and processes to address these threats and changes in legal requirements relating to data collection and storage may increase our costs. Previous cybersecurity incidents have not materially affected us, including our 10 business strategy, results of operations or financial condition. T here can be no assurance of similar results in the future.
Establishing systems and processes to address these threats and changes in legal requirements relating to data collection and storage may increase our costs. Previous cybersecurity incidents have not materially affected us, including our business strategy, results of operations or financial condition. T here can be no assurance of similar results in the future.
We compete based on technical expertise, reputation for quality and reliability, timeliness of delivery, previous 5 installation history, contractual terms and price. Some of our competitors attempt to compete based primarily on price, localized expertise and local relationships. In addition, economic downturns could adversely affect pricing as market participants compete more aggressively on price.
We compete based on technical expertise, reputation for quality and reliability, timeliness of delivery, previous installation history, contractual terms and price. Some of our competitors attempt to compete based primarily on price, localized expertise and local relationships. In addition, economic downturns could adversely affect pricing as market participants compete more aggressively on price.
The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. In addition, such cybersecurity incidents could result in litigation, regulatory action and potential liability and the costs and operational consequences of implementing further cybersecurity measures.
The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. In addition, such cybersecurity 10 incidents could result in litigation, regulatory action and potential liability and the costs and operational consequences of implementing further cybersecurity measures.
We rely on materials, components and finished goods that are sourced from or manufactured in locations outside the U.S., including Mexico, China and other countries, and these countries may experience political or trade instability, which could disrupt our supply of products or materials.
We rely on materials, components and finished goods that are sourced from or manufactured in locations outside the U.S., including Mexico, China and other countries, and these countries may experience political or trade instability, which could disrupt our supply of products or 6 materials.
To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows. 12 Risks Relating to Our Jurisdiction of Incorporation in Ireland and Tax Residency in the U.K.
To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows. Risks Relating to Our Jurisdiction of Incorporation in Ireland and Tax Residency in the U.K.
A trade war, other governmental action related to tariffs or trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows. 8 Violations of the U.S.
A trade war, other governmental action related to tariffs or trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, manufacture and sell products, and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Continued cost inflation or failure of our initiatives to increase prices, generate cost savings 6 or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Continued cost inflation or failure of our initiatives to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Macroeconomic and political instability caused by global supply chain disruptions, inflation and the strengthening of the U.S. dollar could adversely impact our results of operations. In addition, military conflicts and their impact on economies may adversely impact our results of operations. The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns.
Macroeconomic and political instability caused by global supply chain disruptions, inflation and the strength of the U.S. dollar could adversely impact our results of operations. In addition, military conflicts and their impact on economies may adversely impact our results of operations. The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns.
In 2024 and 2023, we experienced inflationary increases of raw materials, logistics and labor costs. We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases in raw materials, freight, energy, wage and other costs such as pension, health care and insurance.
In 2025 and 2024, we experienced inflationary increases of raw materials, logistics and labor costs. We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases in raw materials, freight, energy, wage and other costs such as pension, health care and insurance.
As a result of changes to U.S. and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S. particularly tariffs on products manufactured in China, Canada and Mexico, and adverse responses by foreign governments to U.S. trade policies, among other possible changes.
As a result of changes to U.S. and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S. particularly tariffs on steel, aluminum and copper and products manufactured in China, Canada and Mexico, and adverse responses by foreign governments to U.S. trade policies, among other possible changes.
In addition, legislative or administrative action could be taken by the U.S., the U.K., Ireland or the European Union which could override tax treaties or modify tax statutes or regulations upon which we expect to rely, limit the availability of tax benefits or deductions we currently claim or otherwise affect the taxes imposed on our worldwide operations and materially adversely affect our effective tax rate.
In addition, legislative or administrative action could be taken by the U.S., the U.K., Ireland or the EU which could override tax treaties or modify tax statutes or regulations upon which we expect to rely, limit the availability of tax benefits or deductions we currently claim or otherwise affect the taxes imposed on our worldwide operations and materially adversely affect our effective tax rate.
Also, in several emerging markets potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to regulatory, climate change and social responsibility matters.
Also, in several emerging markets potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to regulatory, sustainability and social responsibility matters.
We may not achieve some or all of the expected benefits of our business initiatives. During 2024 and 2023, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
We may not achieve some or all of the expected benefits of our business initiatives. During 2025 and 2024, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
Our revenue from major projects depends in part on the level of capital expenditures in some of our principal end markets, particularly in the infrastructure vertical, which includes our data solutions and power utilities businesses.
Our revenue from major projects depends in part on the level of capital expenditures in some of our principal end markets, particularly in the infrastructure vertical, which includes our data centers and power utilities businesses.
A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data. Many foreign data privacy regulations, including the General Data Protection Regulation (the “GDPR”) in the European Union and the U.K., are more stringent than federal regulations in the United States.
A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data. Many foreign data privacy regulations, including the General Data Protection Regulation (the “GDPR”) in the EU and the U.K., are more stringent than federal regulations in the United States.
Foreign Corrupt Practices Act and similar anti-corruption laws outside the U.S. or international trade compliance regulations could have a material adverse effect on us. The U.S.
Violations of the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws outside the U.S. or international trade compliance regulations could have a material adverse effect on us. The U.S.
Volatility in currency exchange rates could have a material adverse effect on our financial condition, results of operations and cash flows. Sales outside of the U.S. for the year ended December 31, 2024 accounted for approximately 28% of our net sales. Our financial statements reflect translation of items denominated in non-U.S. currencies to U.S. dollars.
Volatility in currency exchange rates could have a material adverse effect on our financial condition, results of operations and cash flows. Sales outside of the U.S. for the year ended December 31, 2025 accounted for approximately 24% of our net sales. Our financial statements reflect translation of items denominated in non-U.S. currencies to U.S. dollars.
It may be difficult for us to complete transactions quickly and to integrate acquired operations efficiently into our business operations. Any acquisitions or investments may not be successful and may ultimately result in impairment charges and have a material adverse effect on our business, financial condition, results of operations and cash flows.
It may be difficult for us to complete transactions quickly and to integrate acquired operations efficiently into our business operations or realize expected financial benefits of acquired businesses. Any acquisitions or investments may not be successful and may ultimately result in impairment charges and have a material adverse effect on our business, financial condition, results of operations and cash flows.
We are exposed to political, regulatory, economic and other risks that arise from operating a multinational business. Sales outside of the U.S. for the year ended December 31, 2024 accounted for approximately 28% of our net sales. Further, our business obtains some products, components and raw materials from non-U.S. suppliers.
We are exposed to political, regulatory, economic and other risks that arise from operating a multinational business. Sales outside of the U.S. for the year ended December 31, 2025 accounted for approximately 24% of our net sales. Further, our business obtains some products, components and raw materials from non-U.S. suppliers.
For the year ended December 31, 2024, foreign currency translations did not have an impact on our net sales. Fluctuations in foreign currency exchange rates, most notably the strengthening of the U.S. dollar against the euro, could have a material adverse effect on our reported revenue and income in future periods.
For the year ended December 31, 2025, foreign currency translations did not have a significant impact on our net sales. Fluctuations in foreign currency exchange rates, most notably the strengthening of the U.S. dollar against the euro, could have a material adverse effect on our reported revenue and income in future periods.
As our business increasingly interfaces with employees, customers, distributors and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into smart products and Internet of Things subjects us to increased cyber and technology risks.
As our business increasingly interfaces with employees, customers, distributors and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into connected products subjects us to increased cyber and technology risks.
Backlog may increase or decrease based on the addition of large multi-year projects and their subsequent completion. Backlog may also be favorably or unfavorably affected by foreign currency rate fluctuations. The dollar amount of backlog as of December 31, 2024 was $749.3 million.
Backlog may increase or decrease based on the addition of large multi-year projects and their subsequent completion. Backlog may also be favorably or unfavorably affected by foreign currency rate fluctuations. The dollar amount of backlog as of December 31, 2025 was $2.3 billion.
As of December 31, 2024, we had $2.2 billion of total debt on a consolidated basis. We and our subsidiaries may incur additional indebtedness in the future, subject to limitations in our debt agreements.
As of December 31, 2025, we had $1.6 billion of total debt on a consolidated basis. We and our subsidiaries may incur additional indebtedness in the future, subject to limitations in our debt agreements.
In addition, environmental requirements change and tend to become more stringent over time. Our eventual environmental clean-up costs and liabilities could exceed the amount of our current reserves. We may incur significant costs in our efforts to successfully avoid, manage, defend and litigate intellectual property matters. From time to time, we receive notices from third parties alleging intellectual property infringement.
In addition, environmental requirements change and tend to become more stringent over time. Our eventual environmental clean-up costs and liabilities could exceed the amount of our current reserves. 9 We may incur significant costs in our efforts to successfully avoid, manage, defend and litigate intellectual property matters.
Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.
Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.
This increase and any future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation: • we will have additional cash requirements to support the payment of interest on our outstanding indebtedness; • increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; • our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced; • our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and • our flexibility to make acquisitions and develop technology may be limited.
This increase and any future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation: • we will have additional cash requirements to support the payment of interest on our outstanding indebtedness; • increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; • our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced; • our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and • our flexibility to make acquisitions and develop technology may be limited. 11 Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control.
As of December 31, 2024, our goodwill and intangible assets were $3.8 billion and represented 57% of our total assets. Changes in economic and operating conditions impacting the assumptions used in our impairment tests could result in future goodwill and intangible asset impairment expense.
As of December 31, 2025, our goodwill and intangible assets were $4.6 billion and represented 66% of our total assets. Changes in economic and operating conditions impacting the assumptions used in our impairment tests could result in future goodwill and intangible asset impairment expense.
The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, the percentage ownership of existing shareholders in our company would decline. If we are unable to raise additional capital when needed, our financial condition could be adversely affected.
The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, the percentage ownership of existing shareholders in our company would decline.
Additionally, our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded.
If ratings for our debt are downgraded, our access to the debt capital markets may become restricted. Additionally, our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded.
Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities. It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws.
It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws.
The secure operation of these information technology systems and networks is critical to our business operations and strategy. Cybersecurity threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.
The secure operation of these information technology systems and networks is critical to our business operations and strategy. Cybersecurity threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication, including the risk that threat actors will leverage emerging technology, such as artificial intelligence, to exploit vulnerabilities.
These actions could also increase costs associated with our operations, including costs for raw materials and transportation. Because it is uncertain what laws will be enacted, we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.
Because it is uncertain what laws will be enacted, we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.
Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds. If ratings for our debt are downgraded, our access to the debt capital markets may become restricted.
If we are unable to raise additional capital when needed, our financial condition could be adversely affected. 12 Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds.
Any dispute or litigation involving intellectual property could be costly and time-consuming due to the complexity and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.
Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.
For example, the Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%.
For example, the Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024.
If we were to be treated as resident in more than one jurisdiction, we could be subject to taxation in multiple jurisdictions. If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax and any dividends paid by us could be subject to Irish dividend withholding tax.
If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax and any dividends paid by us could be subject to Irish dividend withholding tax. 13 Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.
Our success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.
We cannot assure you that these and other factors will not have a material adverse effect on our international operations or on our business as a whole. 7 A loss of, or material cancellation, reduction, or delay in purchases by or delivery of products to, one or more of our largest customers could harm our business.
The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. We may be negatively impacted by litigation, including product liability claims. We are currently, and may in the future become, subject to litigation and other claims.
Failure to appropriately develop, manage, secure and oversee our artificial intelligence activities could expose us to legal liability, operational disruptions, reputational harm and other adverse effects on our business and results of operations. We may be negatively impacted by litigation, including product liability claims. We are currently, and may in the future become, subject to litigation and other claims.
If we are unable to meet our targets or successfully implement our strategy, or our sustainability reporting is inaccurate or incomplete, then we could suffer from reputational damage and incur adverse reaction from investors and other stakeholders, which could adversely impact the perception of our brands and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations or financial condition.
As investor and other stakeholder expectations relating to sustainability matters change and evolve over time, any failure or perceived failure by us to adequately address those expectations may damage our reputation , which could adversely impact the perception of our brands and our products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations or financial condition.
Removed
The U.S. administration has announced it intends to implement or increase tariffs and it remains unclear what the U.S. administration or foreign governments will or will not do with respect to tariffs or trade agreements and policies.
Added
Our success depends in part on our ability to anticipate and effectively manage these and other risks.
Removed
We are exposed to certain regulatory and financial risks related to climate change and other sustainability matters. Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S.
Added
Our net sales to our largest customer represented approximately 11% of our consolidated net sales in 2025. While we do not have any other customers that accounted for more than 10% of our consolidated net sales in 2025, we have other customers that are key to the success of our business.
Removed
Environmental Protection Agency ("EPA") has published findings that emissions of carbon dioxide, methane, and other greenhouse gases ("GHGs") present an endangerment to public health and the environment because 9 emissions of such gases are, according to the EPA, contributing to the warming of the earth's atmosphere and other climate changes.
Added
Our concentration of sales to a number of larger customers makes our relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products.
Removed
Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources.
Added
Our customers also may be impacted by economic conditions in the industries of those customers, which could result in reduced demand for or a delay in purchases of our products.
Removed
In addition, various federal, state and international regulatory agencies have considered other legislation and regulatory proposals to reduce emissions of GHGs, and many have already taken legal measures to reduce emissions of GHGs, primarily through the development of carbon tax, GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs.
Added
In addition, our customers may cancel orders for purchases of our products or may not order products at rates consistent with past order levels, or we may not be able to timely deliver products to our largest customers due to supply chain interruptions or otherwise. We cannot provide assurance that we will be able to retain our largest customers.
Removed
It is uncertain whether, when and in what form a federal mandatory carbon dioxide emissions reduction program, or other state or international programs, may be adopted.
Added
In addition, some of our customers may shift their purchases to our competitors in the future.
Removed
To the extent our customers, particularly our industrial customers, are subject to any of these or other similar proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs incurred by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.
Added
The loss of one or more of our largest customers, any material cancellation, reduction, or delay in purchases by or delivery of products to these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Removed
Further, we are subject to additional federal, state, international and national European and U.S. regulations relating to climate and environmental risk, which are continually evolving. Regulators in Europe and the U.S. have focused efforts on increased disclosure related to climate change and mitigation efforts.
Added
Beginning in the second quarter of 2025, new tariffs were announced on imports to the U.S. (“U.S. Tariffs”), including additional tariffs on imports from China, Mexico and the European Union (“EU”), among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications to the U.S.
Removed
The European Union adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive ("CSRD") that imposes disclosure of the risks and opportunities arising from social and environmental issues, and on the impact of companies’ activities on people and the environment.
Added
Tariffs have been announced and further changes could be made in the future. The ultimate impact of such changes remains uncertain 8 and will depend on several factors, including whether additional or incremental U.S.
Removed
Similarly, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
Added
Tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. Additionally, the U.S. government has announced enhanced focus on customs enforcement, including through the creation of a Trade Fraud Task Force, a cross-agency initiative of the U.S.
Removed
In addition, as part of our strategy regarding climate change and sustainability matters, we have set and may set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters. Actions we take to achieve our targets or strategy could result in increased costs to our operations.
Added
Departments of Justice and Homeland Security to address trade fraud, tariff evasion, and customs violations. This heightened enforcement paradigm, along with the ongoing litigation regarding tariffs imposed under the International Emergency Economic Powers Act (IEEPA) that was recently heard by the U.S.
Removed
We may not be able to achieve such targets or our desired impact, and any future investments we make in furtherance of achieving such targets and strategy may not meet investor expectations or standards regarding sustainability performance.
Added
Supreme Court, have created additional uncertainty as to the scale and short and long-term effect these tariffs will have.
Removed
Moreover, we may determine that it is in the best interest of our company and our shareholders to prioritize other business, social, governance or sustainable investments over the achievement of our current targets based on economic, regulatory and social factors, business strategy or pressure from investors or other stakeholders.
Added
From time to time, we receive notices from third parties alleging intellectual property infringement. Any dispute or litigation involving intellectual property could be costly and time-consuming due to the complexity and the uncertainty of intellectual property litigation.
Removed
As investors and other stakeholders are increasingly focused on sustainability matters, and as stakeholder sustainability expectations and standards are evolving, we may not be able to sufficiently respond to these evolving standards and expectations. Furthermore, we could be criticized for the accuracy or completeness of the disclosure of our sustainability initiatives.
Added
We are exposed to certain regulatory and financial risks related to climate change and other sustainability matters. Growing concerns over climate change have resulted in, and may continue to result in, new laws, regulations and accords intended to reduce or limit emissions of certain greenhouse gases.
Removed
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control.
Added
Existing and new laws, regulations and accords relating to emissions of certain greenhouse gases may be difficult and costly to comply with, may adversely impact certain aspects of our operations (including but not limited to the manufacture and distribution of our products), may adversely impact certain industries in which we operate, may result in increased energy, input, compliance and other costs, and may decrease demand for certain of our products.
Removed
The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax rate in 2024.
Added
Further, concern over climate change has led to legislative and regulatory initiatives across various jurisdictions in which we operate related to disclosures and reporting, including for example the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive.
Added
Proposals that would impose mandatory disclosure requirements on sustainability matters and greenhouse gas emissions continue to be considered by policy makers and regulators.
Added
We cannot predict what climate change related legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or interpreted, or if and to what extent existing or future laws or regulations may be subsequently rolled back.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed14 unchanged
Biggest changeThe CISO has served in various roles in information technology and information security for over 25 years, including serving as a cybersecurity leader for public companies for over a decade. The CISO holds a degree in engineering and a master's degree in business. Risk Management We have processes in place to assess, identify, and manage material risks from cybersecurity threats.
Biggest changeThe CISO has served in various roles in information technology and information security for over 25 years, including serving as a cybersecurity leader for global public companies for over a decade. The CISO holds a degree in technology. Risk Management We have processes in place to assess, identify, and manage material risks from cybersecurity threats.
The Chief Information Security Officer ("CISO") reports to the CTO and leads the cybersecurity program and team. 15 The CTO has served in various roles in technology for over 25 years and in information security including product security for over a decade. The CTO holds a PhD in engineering and degrees in technology and management.
The Chief Information Security Officer ("CISO") reports to the CTO and leads the cybersecurity program and team. The CTO has served in various roles in technology for over 25 years and in information security including product security for over a decade. The CTO holds a PhD in engineering and degrees in technology and management.
The program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and zero trust model, incorporates industry best practice standards, and includes policies, standards, procedures, controls and technology platforms that help manage cybersecurity risk.
The program is aligned with the National Institute of Standards and Technology (NIST) 15 Cybersecurity Framework and zero trust model, incorporates industry best practice standards, and includes policies, standards, procedures, controls and technology platforms that help manage cybersecurity risk.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeThe following is a summary of our principal manufacturing and distribution properties: Number of Facilities Manufacturing Plant Locations Manufacturing Plants Distribution Facilities Enclosures U.S. and 10 other countries 24 16 Electrical & Fastening Solutions U.S. and 4 other countries 14 8 We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.
Biggest changeThe following is a summary of our principal manufacturing and distribution properties: Number of Facilities Manufacturing Plant Locations Manufacturing Plants Distribution Facilities Systems Protection U.S. and 10 other countries 34 16 Electrical Connections U.S. and 4 other countries 15 7 We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed12 unchanged
Biggest changeIn our opinion, the amounts accrued are appropriate based on facts and circumstances as currently known. As of December 31, 2024, our recorded reserves for environmental matters were not material. We do not anticipate these environmental conditions will have a material adverse effect on our financial position, results of operations or cash flows.
Biggest changeIn our opinion, the amounts accrued are appropriate based on facts and circumstances as currently known. As of December 31, 2025, our recorded reserves for environmental matters were not material. We do not anticipate these environmental conditions will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

11 edited+3 added−0 removed7 unchanged
Biggest changeRobert J. van der Kolk 56 President of Electrical & Fastening Solutions since 2018; Mr. van der Kolk was the Vice President of Pentair’s Engineered & Fastening Solutions Strategic Business Unit of the Electrical segment and served in that role from 2015 – 2017.
Biggest changeRobert J. van der Kolk 57 President of EMEA and APAC since March 2025; Mr. van der Kolk was the President of Electrical Connections from 2018 – 2025. Mr. van der Kolk was the Vice President of Pentair’s Engineered & Fastening Solutions Strategic Business Unit of the Electrical segment and served in that role from 2015 – 2017.
Heath previously held various human resources roles with General Electric Company from 2000 – 2009, with McKesson Corporation from 1996 – 2000 and with Northern States Power Company (n/k/a Xcel Energy Inc.) from 1992 – 1996. Aravind Padmanabhan 56 Executive Vice President and Chief Technology Officer since 2019; Mr.
Heath previously held various human resources roles with General Electric Company from 2000 – 2009, with McKesson Corporation from 1996 – 2000 and with Northern States Power Company (n/k/a Xcel Energy Inc.) from 1992 – 1996. Aravind Padmanabhan 57 Executive Vice President and Chief Technology Officer since 2019; Mr.
Wozniak 60 Chief Executive Officer since 2018 and Chair of the Board since 2023; Ms. Wozniak was the President of Pentair’s Electrical segment during 2017. Ms. Wozniak previously served as President of Pentair’s Flow & Filtration Solutions Global Business Unit from 2015 – 2016. Ms. Wozniak was President of the Environmental and Combustion Controls unit of Honeywell International Inc.
Wozniak 61 Chief Executive Officer since 2018 and Chair of the Board since 2023; Ms. Wozniak was the President of Pentair’s Electrical segment during 2017. Ms. Wozniak previously served as President of Pentair’s Flow & Filtration Solutions Global Business Unit from 2015 – 2016. Ms. Wozniak was President of the Environmental and Combustion Controls unit of Honeywell International Inc.
Mr. van der Kolk previously served as the Executive Vice President, Sales for ERICO from 2011 – 2015, and held various sales, development, and manufacturing leadership roles with ERICO from 2001 – 2008. Mr. van der Kolk held Plant Superintendent and Production Management roles for Cargill in the Netherlands and Germany from 1993 – 2001. 18 PART II
Mr. van der Kolk previously served as the Executive Vice President, Sales for ERICO from 2011 – 2015, and held various sales, development, and manufacturing leadership roles with ERICO from 2001 – 2008. Mr. van der Kolk held Plant Superintendent and Production Management roles for Cargill in the Netherlands and Germany from 1993 – 2001. 19 PART II
Heath 57 Executive Vice President and Chief Human Resources Officer since 2018; Ms. Heath was the Senior Vice President, Global Human Resources of Entrust Datacard (a privately held global security and identity company) from 2009 – 2017. Ms.
Heath 58 Executive Vice President and Chief Human Resources Officer since 2018; Ms. Heath was the Senior Vice President, Global Human Resources of Entrust Datacard (a privately held global security and identity company) from 2009 – 2017. Ms.
Bennett previously held various marketing and leadership roles with 3M Company from 2004 – 2020, with Diamond Aircraft from 2003 – 2004 and with Bombardier Aerospace from 1998 – 2003. Randolph A. Wacker 60 Senior Vice President and Chief Accounting Officer since 2018 and Treasurer since 2019; Mr.
Bennett previously held various marketing and leadership roles with 3M from 2004 – 2020, with Diamond Aircraft from 2003 – 2004 and with Bombardier Aerospace from 1998 – 2003. Randolph A. Wacker 61 Senior Vice President and Chief Accounting Officer since 2018 and Treasurer since 2019; Mr.
Martha C. Bennett 52 Executive Vice President and Chief Marketing Officer since January 2024; Ms. Bennett was the Chief Marketing Officer and Senior Vice President from 2023 – 2024, and the Vice President of Global Marketing Excellence from 2020 – 2023, of the Safety & Industrial Business Group at 3M Company. Ms.
Martha C. Bennett 53 Executive Vice President and Chief Marketing Officer since 2024; Ms. Bennett was the Chief Marketing Officer and Senior Vice President from 2023 – 2024, and the Vice President of Global Marketing Excellence from 2020 – 2023, of the Safety & Industrial Business Group at 3M Company ("3M") (a diversified technology company). Ms.
Zawoyski 50 Executive Vice President and Chief Financial Officer since 2019, and Interim President of Enclosures since June 2024; Ms. Zawoyski was the Senior Vice President Finance and Treasurer of the Company from 2018 – 2019. Ms.
Zawoyski was the Executive Vice President and Chief Financial Officer of the Company from 2019 – 2025 and Senior Vice President Finance and Treasurer from 2018 – 2019. Ms.
Wacker also served as an accountant with the public accounting firm Larson, Allen, Weishair & Co., LLP (n/k/a CliftonLarsonAllen) from 1988 – 1993.
Wacker also served as an accountant with the public accounting firm Larson, Allen, Weishair & Co., LLP (n/k/a CliftonLarsonAllen) from 1988 – 1993. Sara E. Zawoyski 51 President of Systems Protection since March 2025; Ms.
(a software-industrial company) from 2011 – 2015 and President of the Sensing and Controls Unit of Honeywell International Inc. from 2006 – 2011, and she held various leadership positions at Honeywell International Inc. and its predecessor AlliedSignal Inc. from 1990 – 2006. Sara E.
(a software-industrial company) from 2011 – 2015 and President of the Sensing and Controls Unit of Honeywell International Inc. from 2006 – 2011, and she held various leadership positions at Honeywell International Inc. and its predecessor AlliedSignal Inc. from 1990 – 2006. Gary L. Corona 51 Executive Vice President and Chief Financial Officer since March 2025; Mr.
Zawoyski also previously held various investor relations and managerial finance leadership positions at PepsiAmericas from 2002 – 2010 and various positions in the audit practice of PricewaterhouseCoopers LLP from 1996 – 2002. Jon D. Lammers 60 Executive Vice President and General Counsel and Secretary since 2018; Mr.
Zawoyski also previously held various investor relations and managerial finance leadership positions at PepsiAmericas from 2002 – 2010 and various positions in the audit practice of PricewaterhouseCoopers LLP from 1996 – 2002. 18 Brian Coleman 41 President of Electrical Connections since March 2025; Mr.
Added
Corona was the interim Chief Financial Officer from 2024 – 2025 and the Senior Vice President of Finance from 2023 – 2024, of Medtronic plc (a healthcare technology company). Mr. Corona previously held various finance roles of increasing responsibility with General Mills, Inc.
Added
(a manufacturer and marketer of branded consumer foods) from 1997 – 2023, the last of which being Vice President, Corporate Finance from 2020 – 2023. Jon D. Lammers 61 Executive Vice President and General Counsel and Secretary since 2018 and notified the Company that he intends to retire April 1, 2026; Mr.
Added
Coleman was the President & General Manager of the Automotive & Aerospace Solutions Division at 3M (a diversified technology company) from 2024 – 2025, and of the Advanced Materials Division at 3M from 2023 – 2024. Mr. Coleman previously held various engineering, development and leadership roles with 3M from 2011 – 2023, and General Motors from 2006 – 2011.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeBase Period December 31 INDEXED RETURNS Years ended December 31, Company / Index 2019 2020 2021 2022 2023 2024 nVent Electric plc $ 100 $ 94.32 $ 157.66 $ 162.90 $ 254.09 $ 296.34 S&P Mid Cap 400 Index 100 113.66 141.80 123.28 143.54 163.54 S&P Mid Cap 400 Industrials Index 100 116.49 149.62 132.42 174.04 197.51 19 Purchases of Equity Securities The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of 2024: (a) (b) (c) (d) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased under the plans or programs October 1 – October 26, 2024 269 $ 75.71 — $ 400,000,005 October 27 – November 23, 2024 846 72.86 — 400,000,005 November 24 – December 31, 2024 3,134 76.03 — 400,000,005 Total 4,249 — (a) The purchases in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the nVent Electric plc 2018 Omnibus Incentive Plan (the "2018 Plan") and earlier Pentair stock incentive plans that are now outstanding under the 2018 Plan (collectively the "Plans") to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options, vesting of restricted shares and vesting of performance shares.
Biggest changeBase Period December 31 INDEXED RETURNS Years ended December 31, Company / Index 2020 2021 2022 2023 2024 2025 nVent Electric plc $ 100 $ 167.15 $ 172.71 $ 269.39 $ 314.19 $ 475.26 S&P Mid Cap 400 Index 100 124.76 108.47 126.29 143.89 154.68 S&P Mid Cap 400 Industrials Index 100 128.45 113.68 149.41 169.56 191.48 20 Purchases of Equity Securities The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of 2025: (a) (b) (c) (d) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased under the plans or programs October 1 – October 25, 2025 4,866 $ 99.44 — $ 146,879,963 October 26 – November 22, 2025 666 110.68 — 146,879,963 November 23 – December 31, 2025 3,641 104.41 — 146,879,963 Total 9,173 — (a) The purchases in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the nVent Electric plc 2018 Omnibus Incentive Plan (the "2018 Plan") and earlier Pentair stock incentive plans that are now outstanding under the 2018 Plan (collectively the "Plans") to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options, vesting of restricted shares and vesting of performance shares.
(d) On May 17, 2024, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2024 Authorization"). The 2024 Authorization began on July 23, 2024 and expires on July 22, 2027. As of December 31, 2024, we had $400.0 million available for repurchases under the 2024 Authorization. ITEM 6.
(d) On May 17, 2024, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2024 Authorization"). The 2024 Authorization began on July 23, 2024 and expires on July 22, 2027. As of December 31, 2025, we had $146.9 million available for repurchases under the 2024 Authorization. ITEM 6.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed for trading on the New York Stock Exchange and trade under the symbol "NVT." As of December 31, 2024, there were 11,711 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed for trading on the New York Stock Exchange and trade under the symbol "NVT." As of December 31, 2025, there were 11,116 shareholders of record.
The following graph sets forth the cumulative total shareholder return on our ordinary shares from December 31, 2019, assuming the investment of $100 and the reinvestment of all dividends since that date to December 31, 2024.
The following graph sets forth the cumulative total shareholder return on our ordinary shares from December 31, 2020, assuming the investment of $100 and the reinvestment of all dividends since that date to December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn 2025, our operating objectives include the following: • Executing our sustainability strategy focused on People, Products, Planet and Governance; • Enhancing and supporting employee engagement, development and retention; • Achieving differentiated revenue growth through focus on higher growth verticals, new products and innovation, global expansion and acquisitions; • Integrating recent acquisitions with our existing operations; • Optimizing our technological capabilities to increasingly generate innovative new and connected products and advance digital transformation; • Driving operational excellence through lean and agile, with specific focus on our digital transformation and supply chain resiliency; • Optimizing working capital through inventory reduction initiatives across business segments and focused actions to optimize customer and vendor payment terms; and • Deploying capital strategically to drive growth and value creation. 22 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 3,006.1 $ 2,668.9 $ 2,295.1 12.6 % 16.3 % Cost of goods sold 1,797.0 1,593.7 1,472.2 12.8 % 8.3 % Gross profit 1,209.1 1,075.2 822.9 12.5 % 30.7 % % of net sales 40.2 % 40.3 % 35.9 % (0.1) pts 4.4 pts Selling, general and administrative 615.9 557.3 468.3 10.5 % 19.0 % % of net sales 20.5 % 20.9 % 20.4 % (0.4) pts 0.5 pts Research and development 66.1 55.2 45.6 19.7 % 21.1 % % of net sales 2.2 % 2.1 % 2.0 % 0.1 pts 0.1 pts Operating income 527.1 462.7 309.0 13.9 % 49.7 % % of net sales 17.5 % 17.3 % 13.5 % 0.2 pts 3.8 pts Net interest expense 106.0 79.4 31.2 N.M.
Biggest changeWe expect continued investment in new products to further drive sales growth in 2026 and beyond. 23 In 2026, our operating objectives include the following: • Achieving differentiated revenue growth through focus on higher growth verticals, new products and innovation, global expansion and acquisitions; • Deploying capital strategically to drive growth and value creation; • Integrating recent acquisitions with our existing operations; • Driving operational excellence through lean and agile, with specific focus on our digital transformation and supply chain resiliency; • Optimizing our technological capabilities to increasingly generate innovative new and connected products and advance digital transformation; • Enhancing and supporting employee engagement, development and retention; and • Executing our sustainability strategy focused on People, Products, Planet and Governance. 24 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations were as follows: Years ended December 31 % / point change In millions 2025 2024 2025 vs 2024 Net sales $ 3,893.1 $ 3,006.1 29.5 % Cost of goods sold 2,424.0 1,797.0 34.9 % Gross profit 1,469.1 1,209.1 21.5 % % of net sales 37.7 % 40.2 % (2.5) pts Selling, general and administrative 773.8 615.9 25.6 % % of net sales 19.9 % 20.5 % (0.6) pts Research and development 78.5 66.1 18.8 % % of net sales 2.0 % 2.2 % (0.2) pts Operating income 616.8 527.1 17.0 % % of net sales 15.8 % 17.5 % (1.7) pts Other expense (income) Net interest expense 75.0 106.0 N.M.
Investing activities Net cash used for investing activities from continuing operations was $750.8 million in 2024, which primarily related to cash paid for the Trachte acquisition of $677.7 million, net of cash acquired, and capital expenditures of $74.0 million.
Net cash used for investing activities from continuing operations was $750.8 million in 2024, which primarily related to cash paid for the Trachte acquisition of $677.7 million, net of cash acquired, and capital expenditures of $74.0 million.
The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis as ongoing pension expense. Discount rates The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year based on our December 31 measurement date.
The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis as ongoing pension expense. Discount rates The discount rate reflects the current rate at which the pension plan liabilities could be effectively settled at the end of the year based on our December 31 measurement date.
We believe free cash flow is an important measure of liquidity because it provides us and our investors a measurement of cash generated from operations that is available to pay dividends, make acquisitions, repay debt and repurchase shares. In addition, free cash flow is used as a criterion to measure and pay annual incentive compensation.
We believe free cash flow is an important measure of liquidity because it provides us and our investors a measurement of cash generated from operations that is available to pay 31 dividends, make acquisitions, repay debt and repurchase shares. In addition, free cash flow is used as a criterion to measure and pay annual incentive compensation.
We recognize potential liabilities and record tax liabilities for anticipated tax audit issues 34 in the tax jurisdictions in which we operate based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carryforwards.
We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the tax jurisdictions in which we operate based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carryforwards.
If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could result in a possible impairment of the intangible assets and goodwill or require acceleration of the amortization expense of finite-lived intangible assets.
If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could result in 32 a possible impairment of the intangible assets and goodwill or require acceleration of the amortization expense of finite-lived intangible assets.
In evaluating our ability to recover our deferred tax assets we consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income.
In evaluating our ability to recover our deferred tax assets we consider all available positive and negative evidence 34 including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income.
Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Trachte acquisition; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals.
Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Electrical Products Group acquisition; competition and pricing pressures in the markets we serve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals.
We determine our estimated values by applying these comparable EBITDA multiples to the operating results of our reporting units. The ultimate fair value of each reporting unit is determined considering the results of both valuation methods. There was no impairment expense recorded in 2024, 2023 or 2022 related to goodwill.
We determine our estimated values by applying these comparable EBITDA multiples to the operating results of our reporting units. The ultimate fair value of each reporting unit is determined considering the results of both valuation methods. There was no impairment expense recorded in 2025, 2024 or 2023 related to goodwill.
A 10% decrease in the fair values determined in the quantitative impairment assessment for each of the trade names would not have changed our determination that the fair value of each trade name was in excess of its carrying value for 2024. Pension and other post-retirement plans We sponsor defined-benefit pension plans and a post-retirement health plan.
A 10% decrease in the fair values determined in the quantitative impairment assessment for each of the trade names would not have changed our determination that the fair value of each trade name was in excess of its carrying value for 2025. Pension and other post-retirement plans We sponsor defined-benefit pension plans and a post-retirement health plan.
Senior credit facilities In September 2021, the Company and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $300.0 million senior unsecured term loan facility (the "2021 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "Senior Credit Facilities").
Senior credit facilities In September 2021, nVent and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "2021 Credit Agreement") with a syndicate of banks providing for a five-year $300.0 million senior unsecured term loan facility (the "2021 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility.
Sensitivity to changes in key assumptions A 0.25 percentage point change in the discount rates used to measure our pension and other post-retirement benefit plans is estimated to have an impact on our total projected benefit obligation of approximately $4.6 million.
Sensitivity to changes in key assumptions A 0.25 percentage point change in the discount rates used to measure our pension and other post-retirement benefit plans is estimated to have an impact on our total projected benefit obligation of approximately $4.5 million.
Material cash requirements In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt and interest payments, taxes, dividends and share repurchases. Our material contractual cash requirements as of December 31, 2024 include principal and interest on long-term debt as well as payments for lease liabilities.
Material cash requirements In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt and interest payments, taxes, dividends and share repurchases. Our material contractual cash requirements as of December 31, 2025 include principal and interest on long-term debt as well as payments for lease liabilities.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, the 2023 Term Loan Facility and the 2024 Term Loan Facility, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance's election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance's election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00.
(“nVent Finance” or "Subsidiary Issuer"), a 100-percent owned subsidiary of nVent, issued $500.0 million aggregate principal amount of 4.550% senior notes due 2028 (the "2028 Notes"). In November 2021, nVent Finance issued $300.0 million aggregate principal amount of 2.750% fixed rate senior notes due 2031 (the "2031 Notes").
(“nVent Finance”), a 100-percent owned subsidiary of nVent, issued $500.0 million aggregate principal amount of 4.550% senior notes due 2028 (the "2028 Notes"). In November 2021, nVent Finance issued $300.0 million aggregate principal amount of 2.750% fixed rate senior notes due 2031 (the "2031 Notes").
As a result, the current estimates of the potential impact on our consolidated financial position, results of operations and cash flows for the proceedings and claims described in ITEM 8, Note 1 8 of the Notes to the Consolidated Financial Statements could change in the future.
As a result, the current estimates of the potential impact on our consolidated financial position, results of operations and cash flows for the proceedings and claims described in ITEM 8, Note 18 of the Notes to the Consolidated Financial Statements could change in the future.
A 10% decrease in the fair values determined in the quantitative impairment assessment for each of the reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value for 2024.
A 10% decrease in the fair values determined in the quantitative impairment assessment for each of the reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value for 2025.
We have a comprehensive portfolio of cable management, control buildings, cooling solutions, both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and we are recognized globally for quality, reliability and innovation. We classify our operations into business segments based primarily on types of products offered and markets served.
We have a comprehensive portfolio of bus systems, cable management, control buildings, cooling solutions, both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and switchgear systems, and we are recognized globally for quality, reliability and innovation. We classify our operations into business segments based primarily on types of products offered and markets served.
On May 18, 2023, as part of our Electrical & Fastening Solutions reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management.
On May 18, 2023, as part of our Electrical Connections reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management.
The six year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2030 are projected to grow at a perpetual growth rate of 3.0%.
The six year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2031 are projected to grow at a perpetual growth rate of 3.0% to 3.5%.
Fair value is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted-average cost of capital.
This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted-average cost of capital.
In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs. As of December 31, 2024 and 2023, the outstanding value of bonds, letters of credit and bank guarantees totaled $10.7 million and $10.5 million, respectively.
In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs. As of December 31, 2025 and 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $75.7 million and $10.7 million, respectively.
The discount rates on our pension plans ranged from 1.00% to 5.39%, 1.00% to 4.88% and 1.00% to 5.22% in 2024, 2023 and 2022, respectively. The discount rates are determined by matching high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans.
The discount rates on our pension plans ranged from 1.25% to 4.91%, 1.00% to 5.39% and 1.00% to 4.88% in 2025, 2024 and 2023, respectively. The discount rates are determined by matching high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized a 10.0% discount rate for each reporting unit in determining the discounted cash flows in our fair value analysis.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized a 9.5% discount rate for each reporting unit in determining the discounted cash flows in our fair value analysis.
Key Trends and Uncertainties Regarding our Existing Business The following trends and uncertainties affected our financial performance in 2023 and 2024, and are reasonably likely to impact our results in the future: • During 2023 and 2024, we experienced inflationary increases, primarily related to labor and raw material costs.
Key Trends and Uncertainties Regarding our Existing Business The following trends and uncertainties affected our financial performance in 2024 and 2025, and are reasonably likely to impact our results in the future: • During 2024 and 2025, we experienced general inflationary increases, primarily related to labor, transportation and raw material costs.
We utilized a royalty rate ranging from 1.0% to 5.5% for each trade name in our fair value analysis. There was no impairment expense recorded in 2024, 2023 or 2022 related to identifiable intangible assets.
We utilized a royalty rate ranging from 2.0% to 5.5% for each trade name in our fair value analysis. There was no impairment expense recorded in 2025, 2024 or 2023 related to identifiable intangible assets.
This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. Mark-to-market adjustments resulted in a pre-tax gain of $0.1 million in 2024, a pre-tax loss of $13.4 million in 2023, and a pre-tax gain of $61.9 million in 2022.
This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. Mark-to-market adjustments resulted in a pre-tax gain of $12.9 million in 2025, a pre-tax gain of $0.1 million in 2024, and a pre-tax loss of $13.4 million in 2023.
There are no known or anticipated changes in our discount rate assumptions that will materially impact our pension expense in 2025. Expected rates of return The expected rates of return on our pension plan assets ranged from 1.00% to 3.25%, 1.00% to 3.75% and 1.00% to 2.25% in 2024, 2023 and 2022, respectively.
There are no known or anticipated changes in our discount rate assumptions that will materially impact our pension expense in 2026. Expected rates of return The expected rates of return on our pension plan assets ranged from 0.50% to 3.25%, 1.00% to 3.25% and 1.00% to 3.75% in 2025, 2024 and 2023, respectively.
In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities, the 2023 Term Loan Facility and the 2024 Term Loan Facility also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt.
In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt.
As of December 31, 2024, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants. Share repurchases On May 14, 2021, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $300.0 million (the "2021 Authorization").
As of December 31, 2025, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants. 30 Share repurchases On May 17, 2024, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2024 Authorization").
The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $33.9 million and $32.6 million at December 31, 2024 and 2023, respectively.
The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $34.6 million and $33.9 million at December 31, 2025 and 2024, respectively.
Our distributable reserve balance was $2.4 billion and $2.7 billion as of December 31, 2024 and 2023, respectively. 30 Authorized shares Our authorized share capital consists of 400.0 million ordinary shares with a par value of $0.01 per share.
Our distributable reserve balance was $2.1 billion and $2.4 billion as of December 31, 2025 and 2024, respectively. Authorized shares Our authorized share capital consists of 400.0 million ordinary shares with a par value of $0.01 per share.
The applicable margin will be based on, at nVent Finance’s election, the Company's leverage level or public credit rating. In April 2023, nVent and nVent Finance entered into a loan agreement providing for another senior unsecured term loan facility of $300.0 million for five years (the "2023 Term Loan Facility"), which was used to fund the acquisition of ECM Industries.
The applicable margin will be based on, at nVent Finance’s election, nVent's net leverage ratio or public debt rating. In April 2023, nVent and nVent Finance entered into a loan agreement providing for another unsecured term loan facility of $300.0 million for five years (the "2023 Term Loan Facility"), which was used to fund the acquisition of ECM Industries.
Inherent in these valuations are assumptions, including: expected return on plan assets, discount rates and rate of increase in future compensation levels. These assumptions are updated annually and are disclosed for our Direct Plans in ITEM 8, Note 13 to the Notes to Consolidated Financial Statements.
Inherent in these valuations are assumptions, including: expected return on plan assets, discount rates and rate of increase in future compensation levels. These assumptions are updated annually and are disclosed for our defined-benefit pension plans and post-retirement health plan in ITEM 8, Note 13 to the Notes to Consolidated Financial Statements.
The Notes constitute general unsecured senior obligations of the Subsidiary Issuer and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of the Subsidiary Issuer.
The Notes constitute general unsecured senior obligations of nVent Finance and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance.
Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across a wide range of verticals, including commercial and residential, infrastructure, industrial and energy.
Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our bus systems, cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across commercial and residential, infrastructure and industrial verticals.
Other expense (income) In 2024, 2023 and 2022, we recognized a pre-tax, non-cash pension and other post-retirement mark-to-market gain of $0.1 million, a loss of $13.4 million and a gain of $61.9 million, respectively. In 2024, we recorded $12.5 million of income related to the release of a guarantee liability.
Other expense (income) In 2025 and 2024, we recognized a pre-tax, non-cash pension and other post-retirement mark-to-market gain of $12.9 million and $0.1 million, respectively. In 2024, we recorded $12.5 million of income related to the release of a guarantee liability.
Subject to certain qualifications and exceptions, the indenture pursuant to which the Notes were issued contains covenants that, among other things, restrict nVent’s, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.
Subject to certain qualifications and exceptions, the indenture pursuant to which the Notes were issued contains covenants that, among other things, restrict nVent Electric plc's, Hoffman Schroff Holdings, Inc.'s, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.
We experience seasonal cash flows primarily due to increased demand for Electrical & Fastening Solutions products during the spring and summer months in the Northern Hemisphere. Operating activities Net cash provided by operating activities from continuing operations was $501.0 million in 2024.
We experience seasonal cash flows primarily due to increased demand for Electrical Connections products during the spring and summer months in the Northern Hemisphere. Operating activities Net cash provided by operating activities from continuing operations was $649.0 million in 2025.
We have contractual purchase obligations of $66.7 million for 2025, which represent commitments for raw materials to be utilized in the normal course of business for which all significant terms have been confirmed. Contractual purchase obligations beyond 2025 are not material. The total gross liability for uncertain tax positions at December 31, 2024 was estimated to be $11.7 million.
We have contractual purchase obligations of $69.8 million for 2026, which represent commitments for raw materials to be utilized in the normal course of business for which all significant terms have been confirmed. Contractual purchase obligations beyond 2026 are not material. The total gross liability for uncertain tax positions at December 31, 2025 was estimated to be $10.3 million.
As of December 31, 2024, we have liabilities of $2.0 million for the possible payment of penalties and $1.4 million related to the possible payment of interest expense, which are recorded in Other current liabilities in the Consolidated Balance Sheet.
As of December 31, 2025, we have liabilities of $1.5 million for the possible payment of penalties and $1.5 million related to the possible payment of interest expense, which are recorded in Other current liabilities in the Consolidated Balance Sheet.
In the first quarter of 2025, we will be renaming our Enclosures segment to Systems Protection, and our Electrical & Fastening Solutions segment to Electrical Connections. • Enclosures (to be renamed Systems Protection beginning in the first quarter of 2025) —The Enclosures segment provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency.
In 2025, we renamed our Enclosures segment to Systems Protection and our Electrical & Fastening Solutions segment to Electrical Connections. • Systems Protection —The Systems Protection segment provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency.
If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.
If such subsidiaries are unable to transfer funds to the Obligor Group and sufficient cash or liquidity is not otherwise available, the Obligor Group may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.
Differences in actual experience or changes in assumptions may affect our pension and other post-retirement obligations and future expense. 33 We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered.
We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered.
Selling, general and administrative ("SG&A") The 0.4 percentage point decrease in SG&A expense as a percentage of net sales in 2024 from 2023 was driven by: • higher sales volume resulting in increased leverage on fixed expenses; and • savings generated from restructuring and other lean initiatives.
Selling, general and administrative ("SG&A") The 0.6 percentage point decrease in SG&A expense as a percentage of net sales in 2025 from 2024 was driven by: • organic sales growth resulting in increased leverage on fixed expenses; and • savings generated from restructuring and other productivity initiatives.
As of December 31, 2024, we had $131.2 million of cash on hand, of which $53.2 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
As of December 31, 2025, we had $237.5 million of cash on hand, of which $72.7 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
We expect these megatrends to continue and further drive sales growth in 2025. • We have invested in innovation and new products, which has contributed to sales growth. We expect continued investment in new products to further drive sales growth in 2025.
We expect these megatrends to continue and drive sales growth in 2026 and beyond. • We have invested in innovation and new products, which has contributed to sales growth.
The impairment test is performed by comparing the fair value of each reporting unit with its carrying amount, and recognizing an impairment expense for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. 32 The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach.
The impairment test is performed by comparing the fair value of each reporting unit with its carrying amount, and recognizing an impairment expense for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings and power distribution solutions help protect operating environments for mission critical applications in industrial, infrastructure, commercial and energy verticals. • Electrical & Fastening Solutions (to be renamed Electrical Connections beginning in the first quarter of 2025) —The Electrical & Fastening Solutions segment provides innovative solutions that connect power and data infrastructure.
Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings, switchgear systems and power distribution solutions help protect operating environments for mission critical applications in infrastructure, industrial and commercial verticals. 22 • Electrical Connections —The Electrical Connections segment provides innovative solutions that connect power and data infrastructure.
Net cash provided by operating activities in 2024 primarily reflects net income from continuing operations of $472.0 million, net of non-cash depreciation, amortization, changes in deferred taxes and pension and other-post retirement mark-to-market gain, and a $3.5 million decrease in net working capital. Net cash provided by operating activities from continuing operations was $422.2 million in 2023.
Net cash provided by operating activities in 2025 primarily reflects net income from continuing operations of $634.5 million, net of non-cash depreciation, amortization, changes in deferred taxes and pension and other-post retirement mark-to-market gain, partially offset by a $23.0 million increase in net working capital. Net cash provided by operating activities from continuing operations was $501.0 million in 2024.
On February 17, 2025, the Board of Directors declared a quarterly cash dividend of $0.20 per ordinary share payable on May 9, 2025 to shareholders of record at the close of business on April 25, 2025.
On February 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share payable on May 8, 2026 to shareholders of record at the close of business on April 24, 2026.
Segment income The components of the change in Electrical & Fastening Solutions segment income as a percentage of net sales from the prior period were as follows: 2024 vs 2023 2023 vs 2022 Growth/acquisition (1.7) pts 1.1 pts Price 0.2 4.0 Net productivity 0.4 (1.8) Total (1.1) pts 3.3 pts The 1.1 percentage point decrease in segment income for Electrical & Fastening Solutions as a percentage of net sales in 2024 from 2023 was primarily the result of: • the impact of unfavorable product mix; • inflationary increases, primarily related to labor costs and raw materials, compared to 2023; and • investments in digital to drive growth.
Segment income The components of the change in Systems Protection segment income as a percentage of net sales from the prior period were as follows: 2025 vs 2024 Price/growth/acquisition 3.4 pts Net productivity (4.8) Total (1.4) pts The 1.4 percentage point decrease in segment income for Systems Protection as a percentage of net sales in 2025 from 2024 was primarily the result of: • inflationary increases, including the impacts related to tariffs, primarily related to labor costs and raw materials, compared to 2024; and • investments in capacity, new products and digital to drive growth.
This decrease was partially offset by: • intangible amortization expense of $94.7 million in 2024 compared to $69.6 million in 2023 as a result of the ECM Industries, Trachte and TEXA Industries acquisitions; • inflationary increases impacting our labor costs, professional fees and other administrative costs; • investments in capacity, new products and digital to drive growth; and • $8.8 million of impairment expense in 2024 related to equity investments recorded on a cost basis.
This decrease was partially offset by: • intangible amortization expense of $147.1 million in 2025 compared to $94.7 million in 2024 as a result of the Electrical Products Group and Trachte acquisitions; • inflationary increases impacting our labor costs, professional fees and other administrative costs; and • investments in capacity, new products and digital to drive growth.
In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer.
In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Obligor Group.
Servicing these obligations includes the following estimated cash outflows from December 31, 2024: In millions Within 1 year Greater than 1 year Total Debt obligations $ 37.5 $ 2,128.8 $ 2,166.3 Interest obligations on fixed-rate debt 59.3 318.2 377.5 Lease obligations, net of sublease rentals 33.1 142.7 175.8 Total $ 129.9 $ 2,589.7 $ 2,719.6 We also incur purchase obligations in the ordinary course of business that are enforceable and legally binding.
Servicing these obligations includes the following estimated cash outflows from December 31, 2025: In millions Within 1 year Greater than 1 year Total Debt obligations $ 13.8 $ 1,554.4 $ 1,568.2 Interest obligations on fixed-rate debt 59.3 259.1 318.4 Lease obligations, net of sublease rentals 40.9 153.6 194.5 Total $ 114.0 $ 1,967.1 $ 2,081.1 We also incur purchase obligations in the ordinary course of business that are enforceable and legally binding.
Financing activities Net cash provided by financing activities was $146.2 million in 2024, which primarily related to proceeds from long-term debt of $500.0 million, partially offset by dividends paid of $126.8 million, repayments of long-term debt of $126.5 million and share repurchases of $100.0 million. 28 Net cash provided by financing activities was $516.7 million in 2023, which primarily related to proceeds from long-term debt of $800.0 million, partially offset by dividends paid of $116.8 million, repayments of long-term debt of $101.1 million and share repurchases of $60.8 million.
Net cash provided by financing activities was $146.2 million in 2024, which primarily related to proceeds from long-term debt of $500.0 million, partially offset by dividends paid of $126.8 million, repayments of long-term debt of $126.5 million and share repurchases of $100.0 million. Senior notes In March 2018, nVent Finance S.à r.l.
In June 2024, nVent and nVent Finance entered into a new loan agreement providing for an additional senior unsecured term loan facility of $500.0 million for two years (the "2024 Term Loan Facility"). In July 2024, we partially financed the acquisition of Trachte using the 2024 Term Loan Facility.
In 2025, nVent repaid the remainder of the borrowings on the 2023 Term Loan Facility. In June 2024, nVent and nVent Finance entered into a loan agreement providing for an additional senior unsecured term loan facility of $500.0 million for two years (the "2024 Term Loan Facility").
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and interest on the 2031 Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year. The Notes are fully and unconditionally guaranteed as to payment by nVent (the "Parent Company Guarantor").
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and interest on the 2031 Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year.
The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax rate in 2024.
The Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax rate.
The Subsidiary Issuer is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the issuance of the Notes and other external debt. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries.
Hoffman Schroff Holdings, Inc. is a United States holding company and a 100 percent-owned indirect subsidiary of nVent Electric plc that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the guarantees of the Notes and other external debt. nVent Electric plc’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries. nVent Finance's principal source of cash flow, including to make payments on the Notes, is interest income from its subsidiaries.
The results of the Thermal Management business are reported as a discontinued operation in our Consolidated Financial Statements for all periods presented. The assets and liabilities of this business have been reclassified as held for sale in the Consolidated Balance Sheets for all periods presented. The Thermal Management business was previously disclosed as a stand-alone reporting segment.
The results of the Thermal Management business have been presented as discontinued operations in our Consolidated Financial Statements for all periods presented. The assets and liabilities of this business have been presented as held for sale in the Consolidated Balance Sheets for all periods presented prior to the sale.
Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test during the fourth quarter each year for those identifiable assets not subject to amortization. The impairment test for trade names consists of a comparison of the fair value of the trade name with its carrying value.
We complete our annual impairment test during the fourth quarter each year for those identifiable assets not subject to amortization. 33 The impairment test for trade names consists of a comparison of the fair value of the trade name with its carrying value. Fair value is measured using the relief-from-royalty method.
On July 31, 2024, we entered into a definitive agreement to sell our Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for a purchase price of $1.7 billion in cash, subject to certain customary purchase price adjustments.
On January 30, 2025, we completed the sale of the Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments.
The guarantees of the Notes by the Parent Company Guarantor constitute general unsecured obligations of the Parent Company Guarantor and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of the Subsidiary Issuer.
The guarantees of the Notes by nVent Electric plc and Hoffman Schroff Holdings, Inc. constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of nVent Finance.
Provision (benefit) for income taxes The 66.4 percentage point increase in the effective tax rate in 2024 from 2023 was primarily the result of: • $92.8 million of non-cash expense recorded in 2024 related to the establishment of valuation allowances on deferred tax assets related to tax-deductible statutory losses in Luxembourg initially established in 2023; • the enactment of the Pillar II global minimum tax framework, effective January 1, 2024 in certain jurisdictions in which we operate; and • increased earnings in higher tax rate jurisdictions.
Provision for income taxes The 21.8 percentage point decrease in the effective tax rate in 2025 from 2024 was primarily the result of: • $92.8 million of non-cash expense recorded in 2024 related to the establishment of valuation allowances on deferred tax assets related to tax-deductible statutory losses in Luxembourg initially established in 2023.
As of December 31, 2024, the borrowing capacity under the Revolving Credit Facility was $600.0 million. 29 Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, the Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offer Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”), plus, in each case, an applicable margin.
Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, the Term Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offer Rate (“EURIBOR”), Sterling Overnight Index Average (“SONIA”) or, solely for swingline loans denominated in Euros, the Euro Short Term Rate ("ESTR"), plus, in each case, an applicable margin.
In September 2022, nVent exercised the delayed draw provision of the 2021 Term Loan Facility, increasing the total borrowings under the 2021 Term Loan Facility by $200.0 million to $300.0 million. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.
Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.
Enclosures The net sales, segment income and segment income as a percentage of net sales for Enclosures were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 1,823.3 $ 1,605.9 $ 1,503.7 13.5% 6.8% Segment income 403.1 346.6 256.0 16.3% 35.4% % of net sales 22.1% 21.6% 17.0% 0.5 pts 4.6 pts 25 Net sales The components of the change in Enclosures net sales from the prior period were as follows: 2024 vs 2023 2023 vs 2022 Volume 5.4 % 0.6 % Price (0.4) 5.3 Organic growth 5.0 % 5.9 % Acquisition 8.6 0.8 Currency (0.1) 0.1 Total 13.5 % 6.8 % The 13.5 percent increase in Enclosures net sales in 2024 from 2023 was primarily the result of: • organic sales growth contribution of approximately 4.5% from our infrastructure business in 2024 from 2023, which includes selective increases in selling prices and growth in the data solutions business; and • sales of $138.1 million in 2024 as a result of the Trachte and TEXA Industries acquisitions.
Electrical Connections The net sales, segment income and segment income as a percentage of net sales for Electrical Connections were as follows: Years ended December 31 % / point change In millions 2025 2024 2025 vs 2024 Net sales $ 1,300.2 $ 1,182.8 9.9% Segment income 372.6 354.5 5.1% % of net sales 28.7% 30.0% (1.3 pts) 27 Net sales The components of the change in Electrical Connections net sales from the prior period were as follows: 2025 vs 2024 Organic growth 5.7 % Acquisition 3.9 Currency 0.3 Total 9.9 % The 9.9 percent increase in Electrical Connections net sales in 2025 from 2024 was primarily the result of: • organic sales growth contribution of approximately 5.5% from our infrastructure business in 2025 from 2024, which includes selective increases in selling prices; and • sales of $46.0 million in 2025 as a result of the Electrical Products Group acquisition.
The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
None of the other subsidiaries of any of the Obligor Group are under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
The following table is a reconciliation of free cash flow: Years ended December 31 In millions 2024 2023 2022 Net cash provided by (used for) operating activities of continuing operations $ 501.0 $ 422.2 $ 273.3 Capital expenditures (74.0) (65.6) (40.5) Proceeds from sale of property and equipment 0.5 0.1 2.0 Free cash flow of continuing operations 427.5 356.7 234.8 Net cash provided by (used for) operating activities of discontinued operations 142.1 105.9 121.3 Capital expenditures of discontinued operations (7.8) (5.4) (5.4) Proceeds from sale of property and equipment of discontinued operations 0.2 7.4 — Total free cash flow $ 562.0 $ 464.6 $ 350.7 COMMITMENTS AND CONTINGENCIES We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those pertaining to commercial or contractual disputes, product liability, environmental, safety and health, patent infringement and employment matters. 31 While we believe that a material impact on our consolidated financial position, results of operations or cash flows from any such future claims or potential claims is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future adverse ruling or unfavorable development could result in future charges that could have a material impact.
The following table is a reconciliation of free cash flow: Years ended December 31 In millions 2025 2024 Net cash provided by (used for) operating activities of continuing operations $ 649.0 $ 501.0 Capital expenditures (93.3) (74.0) Proceeds from sale of property and equipment 5.3 0.5 Free cash flow of continuing operations $ 561.0 $ 427.5 COMMITMENTS AND CONTINGENCIES We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those pertaining to commercial or contractual disputes, product liability, environmental, safety and health, patent infringement and employment matters.
There are no significant restrictions on the ability of nVent to obtain funds from its subsidiaries by dividend or loan. None of the assets of nVent or its subsidiaries represents restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.
There are no significant restrictions on the ability of nVent Electric plc to obtain funds from its subsidiaries by dividend or loan.
This decrease was partially offset by: • increased earnings in higher tax rate jurisdictions. SEGMENT RESULTS OF OPERATIONS The summary that follows provides a discussion of the results of operations of both of our reportable segments (Enclosures and Electrical & Fastening Solutions). Both of these segments comprise various product offerings that serve multiple end users.
SEGMENT RESULTS OF OPERATIONS The summary that follows provides a discussion of the results of operations of both of our reportable segments (Systems Protection and Electrical Connections). Both of these segments comprise various product offerings that serve multiple end users.
Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations.
Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations.
We operate across two segments: Enclosures and Electrical & Fastening Solutions, which represented approximately 61% and 39% of total revenues during 2024 , respectively.
We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 67% and 33% of total revenues during 2025 , respectively.
We will continue to monitor these developments as more countries in which we operate adopt legislation and provide guidance. • The converging megatrends of the electrification of everything, sustainability and digitalization, including the increased use of artificial intelligence, have led to sales growth, particularly in the infrastructure vertical, which includes our data solutions business that is primarily in our Enclosures segment.
While we continue to evaluate the impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions. • The converging megatrends of the electrification of everything, sustainability and digitalization, including the increased use of artificial intelligence, have led to sales growth, particularly in the infrastructure vertical, which includes our data centers business that is primarily in our Systems Protection segment.
During the year ended December 31, 2024, we repurchased 1.5 million of our ordinary shares for $100.0 million under the 2024 Authorization and we did not repurchase ordinary shares under the 2021 Authorization. As of December 31, 2024, we had $400.0 million available for share repurchases under the 2024 Authorization.
The 2024 Authorization began on July 23, 2024 and expires on July 22, 2027. During the year ended December 31, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization. As of December 31, 2025, we had $146.9 million available for share repurchases under the 2024 Authorization.
On December 16, 2024, the Board of Directors declared a quarterly cash dividend of $0.20 that was paid on February 7, 2025 to shareholders of record at the close of business on January 17, 2025.
Dividends Dividends paid per ordinary share were $0.80 and $0.76 for the years ended December 31, 2025 and 2024, respectively. On December 15, 2025, the Board of Directors declared a quarterly cash dividend of $0.21 that was paid on February 6, 2026 to shareholders of record at the close of business on January 23, 2026.
The purchase price was funded primarily through borrowings under the 2033 Notes and 2023 Term Loan Facility (as defined below). 21 On July 10, 2023, we acquired TEXA Industries for approximately $34.8 million in cash.
The purchase price was funded primarily through borrowings under the 2033 Notes and 2023 Term Loan Facility (as defined below). On July 16, 2024, we completed the acquisition of Trachte, LLC ("Trachte") as part of our Systems Protection reporting segment, for approximately $0.7 billion in cash.
Net cash used for financing activities was $82.1 million in 2022, which primarily related to dividends paid of $117.0 million, net repayments of revolving credit facility of $106.7 million and share repurchases of $65.9 million, partially offset by $200.0 million of proceeds from long-term debt. Senior notes In March 2018, nVent Finance S.à r.l.
Financing activities Net cash used for financing activities was $968.4 million in 2025, which primarily related to repayments of long-term debt of $873.3 million, share repurchases of $253.1 million and dividends paid of $130.4 million, partially offset by proceeds from long-term debt of $275.0 million.
Not Meaningful Net sales The components of the change in consolidated net sales were as follows: 2024 vs 2023 2023 vs 2022 Volume 2.6 % (0.4) % Price (0.2) 5.5 Organic growth 2.4 % 5.1 % Acquisition 10.3 11.0 Currency (0.1) 0.2 Total 12.6 % 16.3 % The 12.6 percent increase in net sales in 2024 from 2023 was primarily the result of: • sales of $274.4 million in 2024 as a result of the ECM Industries, Trachte and TEXA Industries acquisitions; and • organic sales growth contribution of approximately 2.5% from our infrastructure business in 2024 from 2023, which includes selective increases in selling prices. 23 The 16.3 percent increase in net sales in 2023 from 2022 was primarily the result of: • sales of $252.7 million in 2023 as a result of the ECM Industries and TEXA Industries acquisitions; and • organic sales growth contribution of approximately 2.5%, 1.5%, and 1.0% from our infrastructure, commercial & residential and industrial businesses, respectively, in 2023 from 2022, which primarily includes selective increases in selling prices.
Not Meaningful Net sales The components of the change in consolidated net sales were as follows: 2025 vs 2024 Organic growth 12.6 % Acquisition 16.3 Currency 0.6 Total 29.5 % The 29.5 percent increase in net sales in 2025 from 2024 was primarily the result of: • sales of $489.9 million in 2025 as a result of the Electrical Products Group and Trachte acquisitions; and • organic sales growth contribution of approximately 12.0% from our infrastructure business in 2025 from 2024, which includes selective increases in selling prices. 25 Gross profit The 2.5 percentage point decrease in gross profit as a percentage of net sales in 2025 from 2024 was primarily the result of: • inflationary increases, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2024; and • investments in capacity to drive growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed10 unchanged
Biggest changeAt December 31, 2024 and 2023, we had outstanding foreign currency derivative contracts, including those related to cross currency swaps that qualify as a hedge of future cash flows, with gross notional U.S. dollar equivalent amounts of $259.3 million and $340.5 million, respectively.
Biggest changeAt December 31, 2025 and 2024, we had outstanding foreign currency derivative contracts, including those related to cross currency swaps that qualify as a hedge of future cash flows, with gross notional U.S. dollar equivalent amounts of $364.9 million and $259.3 million, respectively.
However, the change in Accumulated other comprehensive loss would be offset by decreases or increases in the hedged net investments on our balance sheet due to currency translation. Interest rate risk Our debt portfolio as of December 31, 2024 was comprised of debt denominated in U.S. dollars.
However, the change in Accumulated other comprehensive loss would be offset by decreases or increases in the hedged net investments on our balance sheet due to currency translation. Interest rate risk Our debt portfolio as of December 31, 2025 was comprised of debt denominated in U.S. dollars.
The debt portfolio is comprised of approximately 60% fixed-rate debt and 40% variable-rate debt. Changes in interest rates have different impacts on the fixed and variable-rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the fair value, but has no impact on interest incurred or cash flows.
The debt portfolio is comprised of approximately 83% fixed-rate debt and 17% variable-rate debt. Changes in interest rates have different impacts on the fixed and variable-rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the fair value, but has no impact on interest incurred or cash flows.
Based on the variable-rate debt included in our debt portfolio as of December 31, 2024, a 100 basis point increase or decrease in interest rates would result in a $8.7 million increase or decrease in interest incurred. 36
Based on the variable-rate debt included in our debt portfolio as of December 31, 2025, a 100 basis point increase or decrease in interest rates would result in a $2.7 million increase or decrease in interest incurred. 36
The rates used to perform this analysis were based on the market exchange rates in effect on December 31, 2024. A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in Accumulated other comprehensive loss of $13.6 million.
The rates used to perform this analysis were based on the market exchange rates in effect on December 31, 2025. A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in Accumulated other comprehensive loss of $15.3 million.
At December 31, 2024 and 2023, we had a gross notional U.S. dollar equivalent amount of $135.6 million and $133.3 million designated as a net investment hedge for a portion of our net investment in our Euro denominated subsidiaries.
At December 31, 2025 and 2024, we had a gross notional U.S. dollar equivalent amount of $153.0 million and $135.6 million designated as a net investment hedge for a portion of our net investment in our Euro denominated subsidiaries.
Based on the fixed-rate debt included in our debt portfolio, as of December 31, 2024, a 100 basis point increase or decrease in interest rates would result in a $63.1 million decrease or a $67.5 million increase in fair value, respectively.
Based on the fixed-rate debt included in our debt portfolio, as of December 31, 2025, a 100 basis point increase or decrease in interest rates would result in a $56.6 million decrease or a $60.2 million increase in fair value, respectively.

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