安费诺美股招股说明书(2025-06-09版)

AMPHENOL CORPORATION % Senior Notes due 20 We are offering $aggregate principal amount of our% Senior Notes due 20(the “notes”).We will pay interest on the notes semi-annually onandof each year, beginning on, 2025. The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our otherunsecured senior indebtedness outstanding from time to time. We may redeem some or all of the notes from time to time at the applicable redemption prices described in “Descriptionof the Notes — Optional Redemption” in this prospectus supplement. Unless we have previously redeemed the notes, if a Change of Control Repurchase Event (as defined herein) occurs, wewill be required to offer to repurchase the notes at a purchase price in cash equal to 101% of the principal amount of the notes,plus any accrued and unpaid interest to, but not including, the date of repurchase as described under “Description of the Notes— Change of Control” in this prospectus supplement. Substantially concurrently with or shortly after this offering, we expect to offer, by means of a separate prospectussupplement, approximately €aggregate principal amount of euro-denominated senior notes (the “Euro Notes”).Neither the completion of this offering nor the offering of the Euro Notes (the “Euro Notes Offering”) is contingent on thecompletion of the other, so it is possible that this offering occurs and the Euro Notes Offering does not occur, and vice versa.We cannot assure you that the Euro Notes Offering will be completed on the terms described herein, or at all. This prospectussupplement is not an offer to sell or a solicitation of an offer to buy any Euro Notes being offered in the Euro Notes Offering.See “Summary — Recent Developments — Euro Notes Offering.” Investing in the notes involves risks. See “Risk Factors” beginning on pageS-10of this prospectus supplement and on page5of the accompanying prospectus and the risk factors included in our periodic reports filed with the Securities and ExchangeCommission under the Securities Exchange Act of 1934, as amended, each of which is incorporated by reference herein, for adiscussion of certain risks you should consider carefully before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. , 2025, if settlement occurs after that date. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of thenotes on any securities exchange or for quotation of the notes on any automated dealer quotation system. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company forthe accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and ClearstreamBanking,société anonyme, on or about, 2025, which is thebusiness day following the date of pricing of thenotes (such settlement cycle being referred to as “T+”). You should be advised that trading of the notes may be affectedby the T+settlement. See “Underwriting.”Joint Book-Running Managers Goldman Sachs & Co. LLC J.P. MorganThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell these senior notes and are not soliciting an offer to buy these senior notes in any jurisdiction where the offer or sale is not permitted. US Bancorp Each of this prospectus supplement, the accompanying prospectus and any free writing prospectus weauthorize contains and incorporates by reference information that you should consider when making yourinvestment decision. We have not, and the underwriters have not, authorized anyone to provide you withdifferent information. If you receive any different or inconsistent information, you should not rely on it. You should assume that the information contained in this prospectus supplement, the accompanyingprospectus, any free writing prospectus and the documents incorporated by reference herein and therein, isaccurate only as of their respective dates. Our business, financial condition, results of operations and prospectsmay have changed since those dates. We are not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where theoffer or sale is not permitted. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iFORWARD-LOOKING STATEMENTSS-iTRADEMARKSS-iiiINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-iiiSUMMARYS-1RISK FACTORSS-10USE OF PROCEEDSS-14CAPITALIZATIONS-15DESCRIPTION OF THE NOTESS-17MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-25CERTAIN ERISA CONSIDERATIONSS-30UNDERWRITINGS-32LEGAL