nVent Electric plc

10/30/2026 | Press release | Distributed by Public on 10/30/2026 14:32

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Maverick Power 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; risks associated with or arising from military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Quarterly Report on Form 10-Q and ITEM 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Overview
The terms "us," "we," "our," "the Company" or "nVent" refer to nVent Electric plc. nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We connect and protect some of the world's most critical electrical systems to make them safer, more efficient and resilient. We design, manufacture, market, install and service high performance products and solutions that connect and protect mission critical equipment, buildings and essential processes. We have a comprehensive portfolio of 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 operate across two segments: Systems Protection and Electrical Connections, which represented approximately 72% and 28% of total revenues during the first nine months of 2026, respectively.
•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. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings, switchgear systems and power distribution solutions help manage and protect operating environments for mission critical applications in infrastructure, industrial and commercial verticals.
•Electrical Connections-The Electrical Connections segment provides innovative solutions that connect power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our bus systems, cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across commercial and residential, infrastructure and industrial verticals.
On January 30, 2025, we completed the sale of our Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.6 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented.
On May 1, 2025, we completed the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") for approximately $1.0 billion. We funded the purchase price for the acquisition with available cash on hand. The Electrical Products Group is a leading provider of infrastructure solutions, designed to help
ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. We operate the Electrical Products Group predominantly within our Systems Protection reporting segment.
On October 1, 2026, we completed the acquisition of Maverick Power, LLC ("Maverick Power") for approximately $1.75 billion in cash, subject to customary purchase price adjustments. The transaction also includes the potential for additional consideration of up to $550 million in cash based on achieving certain performance metrics in 2027 and 2028. Maverick Power is a leading North American provider of engineered power distribution and infrastructure solutions. The purchase price was funded primarily through the issuance of the 2036 Notes and borrowings under the 2026 Term Loan Facility and Revolving Credit Facility (each as defined below).
Key Trends and Uncertainties Regarding our Existing Business
The following trends and uncertainties affected our financial performance in 2025 and the first nine months of 2026 and will likely impact our results in the future:
•During 2025 and the first nine months of 2026, we experienced general inflationary increases, including the impacts related to tariffs, primarily related to raw materials, labor and transportation costs. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials or critical components required to manufacture our products. We have taken pricing actions and implemented supply chain optimization and other productivity improvements to help offset expected cost increases and mitigate potential supply chain constraints. The potential impact of inflationary increases, including impacts related to tariffs, and supply chain constraints remains uncertain, but we expect those macroeconomic conditions will likely continue throughout 2026 and beyond, which could negatively impact our results of operations.
•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. We expect these megatrends to continue and drive sales growth throughout 2026 and beyond.
•We have invested in innovation and new products, which has contributed to sales growth. We expect continued investment in new products to further drive sales growth throughout 2026 and beyond.
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.
CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended September 30, 2026 and 2025 were as follows:
Three months ended
In millions September 30,
2026 		September 30,
2025 		$ change % / point
change
Net sales $ 1,514.9 $ 1,054.0 $ 460.9 43.7 %
Cost of goods sold 972.0 659.3 312.7 47.4 %
Gross profit 542.9 394.7 148.2 37.5 %
% of net sales
35.8 % 37.4 % (1.6) pts
Selling, general and administrative
236.3 207.8 28.5 13.7 %
% of net sales
15.6 % 19.7 % (4.1) pts
Research and development
24.3 20.6 3.7 18.0 %
% of net sales 1.6 % 2.0 % (0.4) pts
Operating income 282.3 166.3 116.0 69.8 %
% of net sales 18.6 % 15.8 % 2.8 pts
Net interest expense 21.0 20.9 0.1 N.M.
Other expense 1.2 1.2 - N.M.
Income from continuing operations before income taxes 260.1 144.2 115.9 80.4 %
Provision for income taxes 57.7 25.2 32.5 129.0 %
Effective tax rate 22.2 % 17.5 % 4.7 pts
Net income from continuing operations 202.4 119.0 83.4 70.1 %
Income from discontinued operations, net of tax - 2.2 (2.2) N.M.
Net income $ 202.4 $ 121.2 $ 81.2 67.0 %
N.M. Not Meaningful
The consolidated results of operations for the nine months ended September 30, 2026 and 2025 were as follows:
Nine months ended
In millions September 30,
2026 		September 30,
2025 		$ change % / point
change
Net sales $ 4,228.2 $ 2,826.4 $ 1,401.8 49.6 %
Cost of goods sold 2,681.7 1,746.2 935.5 53.6 %
Gross profit 1,546.5 1,080.2 466.3 43.2 %
% of net sales
36.6 % 38.2 % (1.6) pts
Selling, general and administrative 696.3 570.0 126.3 22.2 %
% of net sales
16.5 % 20.2 % (3.7) pts
Research and development 71.5 57.2 14.3 25.0 %
% of net sales 1.7 % 2.0 % (0.3) pts
Operating income 778.7 453.0 325.7 71.9 %
% of net sales 18.4 % 16.0 % 2.4 pts
Net interest expense 55.9 55.9 - N.M.
Other expense 3.8 3.4 0.4 N.M.
Income from continuing operations before income taxes 719.0 393.7 325.3 82.6 %
Provision for income taxes 160.4 81.0 79.4 98.0 %
Effective tax rate 22.3 % 20.6 % 1.7 pts
Net income from continuing operations 558.6 312.7 245.9 78.6 %
Income from discontinued operations, net of tax 2.1 278.7 (276.6) N.M.
Net income $ 560.7 $ 591.4 $ (30.7) (5.2) %
N.M. - Not Meaningful
Net sales
The components of the change in consolidated net sales from the prior period were as follows:
Three months ended September 30, 2026 Nine months ended September 30, 2026
over the prior year period over the prior year period
Organic growth 43.9 % 42.2 %
Acquisition - 6.7
Currency (0.2) 0.7
Total 43.7 % 49.6 %
The 43.7 and 49.6 percent increases in net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•organic sales growth contribution of approximately 35.0% and 37.0% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively, approximately 5.5% and 2.5% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively, and approximately 3.5% and 2.5% from our commercial & residential business in the third quarter and first nine of 2026 from 2025, respectively, which includes selective increases in selling prices and growth in the data centers business.
For the first nine months of 2026 from 2025, this increase was also the result of:
•sales of $189.3 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Gross profit
The 1.6 percentage point decreases in gross profit as a percentage of net sales in both the third quarter and first nine months of 2026 from 2025 were primarily the result of:
•inflationary increases, primarily related to raw materials and labor costs, compared to 2025;
•investments in capacity to drive growth; and
•unfavorable product mix.
These decreases were partially offset by:
•higher sales volume resulting in increased leverage on fixed expenses; and
•increased productivity as a result of supply chain management and manufacturing efficiencies.
Gross profit for the first nine months of 2026 also benefited from approximately $20 million in reimbursements of tariffs previously remitted under the International Emergency Economic Powers Act ("IEEPA tariffs"), which were offset by other incremental tariffs compared to the prior year periods.
Selling, general and administrative ("SG&A")
The 4.1 and 3.7 percentage point decreases in SG&A expense as a percentage of net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•organic sales growth resulting in increased leverage on fixed expenses; and
•savings generated from restructuring and other productivity initiatives.
These decreases were partially offset by:
•inflationary increases impacting our labor costs, professional fees and other administrative costs; and
•investments in capacity, new products and digital to drive growth.
In the first nine months of 2026 from 2025, these decreases were also partially offset by:
•intangible amortization expense of $118.5 million in the first nine months of 2026 compared to $106.0 million in the first nine months of 2025 as a result of the Electrical Products Group acquisition.
Provision for income taxes
The 4.7 and 1.7 percentage point increases in the effective tax rate in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•a $3.2 million non-cash benefit related to the release of a valuation allowance on certain foreign deferred tax assets recorded in the third quarter of 2025; and
•increased earnings in higher tax rate jurisdictions.
In the first nine months of 2026 from 2025, this increase was also the result of:
• tax expense of $3.6 million in the second quarter of 2026 related to a foreign tax audit settlement.
Income from discontinued operations, net of tax
Income from discontinued operations, net of tax, of $278.7 million in the first nine months of 2025 was primarily the result of:
•the gain on the sale of the Thermal Management business, net of transaction costs, of $435.3 million, partially offset by tax expense recorded as a result of the sale of $156.0 million.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Systems Protection and Electrical Connections). Each of these segments comprises various product offerings that serve multiple end users.
We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. Segment income represents operating income, which includes certain corporate overhead allocations, and is exclusive of intangible amortization, acquisition related costs, costs of restructuring activities, IEEPA tariff reimbursements, "mark-to-market" gain/loss for pension, impairments and other unusual non-operating items.
Systems Protection
The net sales, segment income and segment income as a percentage of net sales for Systems Protection were as follows:
Three months ended Nine months ended
In millions September 30,
2026 		September 30,
2025 		% / point change September 30,
2026 		September 30,
2025 		% / point change
Net sales $ 1,098.0 $ 715.6 53.4 % $ 3,064.9 $ 1,855.8 65.2 %
Segment income 253.1 146.2 73.1 % 704.4 387.5 81.8 %
% of net sales 23.0 % 20.4 % 2.6 pts 23.0 % 20.9 % 2.1 pts
Net sales
The components of the change in Systems Protection net sales from the prior period were as follows:
Three months ended September 30, 2026 Nine months ended September 30, 2026
over the prior year period over the prior year period
Organic growth 53.7 % 55.6 %
Acquisition - 9.0
Currency (0.3) 0.6
Total 53.4 % 65.2 %
The 53.4 and 65.2 percent increases in Systems Protection net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•organic sales growth contribution of approximately 46.5% and 52.0% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively, and approximately 6.0% and 2.5% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively, which includes selective increases in selling prices and growth in the data centers business.
For the first nine months of 2026 from 2025, this increase was also the result of:
•sales of $166.2 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Segment income
The 2.6 and 2.1 percentage point increases in segment income for Systems Protection as a percentage of net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•organic sales growth resulting in increased leverage on fixed expenses; and
•increased productivity as a result of supply chain management and manufacturing efficiencies.
These increases were partially offset by:
•inflationary increases, including the impacts related to tariffs, primarily related to labor costs and raw materials, compared to 2025;
•investments in capacity, new products and digital to drive growth; and
•unfavorable product mix.
Electrical Connections
The net sales, segment income and segment income as a percentage of net sales for Electrical Connections were as follows:
Three months ended Nine months ended
In millions September 30,
2026 		September 30,
2025 		% / point change September 30,
2026 		September 30,
2025 		% / point change
Net sales $ 416.9 $ 338.4 23.2 % $ 1,163.3 $ 970.6 19.9 %
Segment income 117.6 101.6 15.7 % 311.2 281.6 10.5 %
% of net sales 28.2 % 30.0 % (1.8) pts 26.8 % 29.0 % (2.2) pts
Net sales
The components of the change in Electrical Connections net sales from the prior period were as follows:
Three months ended September 30, 2026 Nine months ended September 30, 2026
over the prior year period over the prior year period
Organic growth 23.2 % 16.6 %
Acquisition - 2.4
Currency - 0.9
Total 23.2 % 19.9 %
The 23.2 and 19.9 percent increases in Electrical Connections net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•organic sales growth contribution of approximately 10.5% and 8.5% from our infrastructure business in the third quarter and first nine months of 2026 from 2025, respectively; approximately 8.0% and 5.5% from our commercial & residential business in the third quarter and first nine months of 2026 from 2025, respectively; and approximately 4.5% and 3.0% from our industrial business in the third quarter and first nine months of 2026 from 2025, respectively.
For the first nine months of 2026 from 2025, this increase was also the result of:
•sales of $23.1 million in the first nine months of 2026 as a result of the Electrical Products Group acquisition.
Segment income
The 1.8 and 2.2 percentage point decreases in segment income for Electrical Connections as a percentage of net sales in the third quarter and first nine months of 2026 from 2025, respectively, were primarily the result of:
•inflationary increases, including the impacts related to tariffs, primarily related to raw materials and labor costs, compared to 2025; and
•investments in digital, selling and marketing to drive growth.
These decreases were partially offset by:
•organic sales growth resulting in increased leverage on fixed expenses.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of September 30, 2026, we had $1,121.8 million of cash on hand, of which $77.8 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
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 $581.9 million in the first nine months of 2026, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $731.0 million, partially offset by a $185.5 million increase in net working capital. The increase in working capital is primarily attributed to accounts receivable driven by the overall increase and timing of sales.
Net cash provided by operating activities from continuing operations was $426.6 million in the first nine months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $461.2 million, partially offset by a $68.1 million increase in net working capital.
Investing activities
Net cash used for investing activities from continuing operations of $92.9 million in the first nine months of 2026 primarily relates to capital expenditures.
Net cash used for investing activities from continuing operations of $1,029.8 million in the first nine months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $978.7 million and capital expenditures of $56.6 million. Net cash provided by investing activities from discontinued operations of $1,584.5 million in the first nine months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.
Financing activities
Net cash provided by financing activities from continuing operations of $403.2 million in the first nine months of 2026 relates primarily to proceeds from long-term debt of $800.0 million, partially offset by repayments of long-term debt of $171.9 million, dividends paid of $102.2 million and share repurchases of $100.2 million.
Net cash used for financing activities from continuing operations of $909.6 million in the first nine months of 2025 relates primarily to repayments of long-term debt of $869.7 million, share repurchases of $253.1 million and dividends paid of $98.0 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $30.4 million.
Senior notes
In March 2018, nVent Finance S.à r.l. ("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% senior notes due 2031 (the "2031 Notes").
In May 2023, nVent Finance issued $500.0 million aggregate principal amount of 5.650% Senior Notes due 2033 (the "2033 Notes" and, collectively with the 2028 Notes and the 2031 Notes, the "nVent Finance Notes").
In September 2026, to partially finance the acquisition of Maverick Power, Hoffman Schroff Holdings, Inc. ("Hoffman"), a 100-percent owned indirect subsidiary of nVent, issued $800.0 million aggregate principal amount of 6.150% Senior Notes due 2036 (the "2036 Notes" and, collectively with the nVent Finance Notes, the "Notes").
Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, interest on the 2031 Notes and 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, and interest on the 2036 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.
In February 2026, we entered into a supplemental indenture to the indenture governing the nVent Finance Notes as a result of which nVent Electric plc and Hoffman (together with nVent Finance, the "Obligor Group") fully and unconditionally and jointly and severally guarantee the nVent Finance Notes. In September 2026, we entered into an indenture and a supplemental indenture thereto governing the 2036 Notes as a result of which nVent Electric plc and nVent Finance fully and unconditionally and jointly and severally guarantee the 2036 Notes. nVent Electric plc is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries. nVent Finance is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries, the issuance of the nVent Finance Notes and other external debt and the guarantees of the 2036 Notes and other external debt. Hoffman is a United States holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries, the issuance of the 2036 Notes and other external debt and the guarantees of the nVent Finance 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 nVent Finance Notes and on the 2036 Notes pursuant to the guarantees, is interest income from its subsidiaries. Hoffman's principal source of cash flow, including to make payments on the 2036 Notes and on the nVent Finance Notes pursuant to the guarantees, is interest income from its subsidiaries. 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. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Obligor Group. 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.
The nVent Finance 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, and the 2036 Notes constitute general unsecured senior obligations of Hoffman and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of Hoffman. The guarantees of the nVent Finance Notes by nVent Electric plc and Hoffman 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, and the guarantees of the 2036 Notes by nVent Electric plc and nVent Finance constitute general unsecured obligations and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of Hoffman. Subject to certain qualifications and exceptions, the indentures pursuant to which the Notes were issued contain covenants that, among other things, restrict nVent Electric plc's, Hoffman'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.
There are no significant restrictions on the ability of nVent Electric plc to obtain funds from its subsidiaries by dividend or loan. None of the assets of nVent Electric plc or its subsidiaries represents restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.
The following table presents summarized financial information as of September 30, 2026 for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.
In millions September 30, 2026
Current assets(1)
$ 762.7
Noncurrent assets(2)
1,599.8
Current liabilities(3)
74.9
Noncurrent liabilities(4)
2,198.6
(1) Includes assets due from non-guarantor subsidiaries of $2.7 million.
(2) Includes assets due from non-guarantor subsidiaries of $1,592.1 million.
(3) Includes liabilities due from non-guarantor subsidiaries of $1.6 million.
(4) Includes liabilities due to non-guarantor subsidiaries of $19.6 million.
The Obligor Group does not have material results of operations on a combined basis.
Senior credit facilities
In June 2025, nVent and its subsidiaries nVent Finance and Hoffman entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $275.0 million senior unsecured term loan facility (the "2025 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving
Credit Facility" and, together with the 2025 Term Loan Facility, the "Senior Credit Facilities"). 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. In September 2026, nVent, nVent Finance and Hoffman entered into an amendment to the Credit Agreement to permit limited conditionality draws on the Revolving Credit Facility of up to an aggregate principal amount of $250.0 million to finance the acquisition of Maverick Power and/or pay related fees and expenses. On October 1, 2026, we partially financed the acquisition of Maverick Power with $250.0 million of borrowings under the Revolving Credit Facility.
As of September 30, 2026, the borrowing capacity under the Revolving Credit Facility was $600.0 million.
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. The applicable margin will be based on, at nVent Finance's election, nVent's net leverage ratio or public debt rating.
In September 2026, nVent, nVent Finance, and Hoffman entered into a new loan agreement among Hoffman, as borrower, nVent and nVent Finance, as guarantors, and the lenders and agents party thereto, providing for a three-year $600.0 million senior unsecured term loan facility (the "2026 Term Loan Facility"). As of September 30, 2026, the borrowing capacity under the 2026 Term Loan Facility was $600.0 million. On October 1, 2026, we partially financed the acquisition of Maverick Power with $600.0 million of borrowings under the 2026 Term Loan Facility. The 2026 Term Loan Facility bears interest at a rate equal to an adjusted base rate or adjusted term SOFR plus, in each case, an applicable margin.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities and the 2026 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. In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities and the 2026 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. As of September 30, 2026, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants.
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 2024 Authorization began on July 23, 2024 and expires on July 22, 2027. On May 16, 2026, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2026 Authorization"). The 2026 Authorization began on July 23, 2026 and expires on July 22, 2029.
During the nine months ended September 30, 2026, we repurchased 0.8 million of our ordinary shares for $100.2 million under the 2024 Authorization. During the nine months ended September 30, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization.
As of September 30, 2026, we had $46.7 million available for share repurchases under the 2024 Authorization and $500.0 million available for share repurchases under the 2026 Authorization.
Dividends
During the nine months ended September 30, 2026, we paid dividends of $102.2 million, or $0.63 per ordinary share. During the nine months ended September 30, 2025, we paid dividends of $98.0 million, or $0.60 per ordinary share.
On September 21, 2026, the Board of Directors declared a quarterly cash dividend of $0.21 per ordinary share that will be paid on November 6, 2026, to shareholders of record at the close of business on October 23, 2026. The balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $34.2 million and $34.6 million at September 30, 2026 and December 31, 2025, respectively.
Other financial measures
In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. Free cash flow is a
non-GAAP financial measure that we use to assess our cash flow performance. 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. Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
The following table is a reconciliation of free cash flow:
Nine months ended
In millions September 30,
2026 		September 30,
2025
Net cash provided by (used for) operating activities of continuing operations $ 581.9 $ 426.6
Capital expenditures (94.6) (56.6)
Proceeds from sale of property and equipment 1.7 1.7
Free cash flow of continuing operations $ 489.0 $ 371.7
CRITICAL ACCOUNTING ESTIMATES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our 2025 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements.
There have been no material changes to our critical accounting policies and estimates from those previously disclosed in our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.
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