哈勃集团美股招股说明书(2026-06-02版)

% Senior Notes due% Senior Notes due% Senior Notes due $$$ Hubbell Incorporated is offering $aggregate principal amount of its% Senior Notes due 20(the “20Notes”), $aggregate principal amount of its% Senior Notes due 20(the “20Notes”), and$aggregate principal amount of its% Senior Notes due 20(the “20Notes,” and together with the20Notes and the 20Notes, the “notes”). Interest on the notes of each series will be payable semi-annually in arrearsonandof each year, beginning, 2026. The notes will be our unsecured, unsubordinated obligationsand will rank equally in right of payment with all of our other existing and future unsecured, unsubordinated indebtedness fromtime to time outstanding. The notes of each series will be redeemable in whole or in part, at our option, at any time and fromtime to time prior to the applicable stated maturity date at the redemption prices described in this prospectus supplement. See“Description of notes—Redemption of notes—Optional redemption.” If a Change of Control Triggering Event (as definedherein) occurs, subject to certain exceptions described in this prospectus supplement, we will be required to make an offer toeach holder of the notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of eachholder’s notes at a repurchase price equal to 101% of the aggregate principal amount of notes repurchased, plus accrued andunpaid interest, if any, on the notes repurchased to, but excluding, the repurchase date. See “Description of notes—Change ofcontrol offer.” On May1, 2026, Hubbell Incorporated entered into a Stock Purchase Agreement (as it may be amended, supplemented, restatedor otherwise modified from time to time, the “Purchase Agreement”) by and among Hubbell Incorporated (Delaware), aDelaware corporation and wholly owned subsidiary of Hubbell Incorporated, NSI Electrical Buyer, Inc., a Delaware corporation(“NSI Industries”), NSI Buyer, LP, a Delaware limited partnership (“Seller”), and Hubbell Incorporated, as parent guarantor.Subject to the terms and conditions of the Purchase Agreement, Hubbell Incorporated agreed to purchase NSI Industries for anaggregate purchase price of $3.0billion in cash, subject to customary adjustments related to cash, indebtedness, working capitaland transaction expenses, as set forth in the Purchase Agreement (such acquisition, the “NSI Industries Acquisition”). Absent aSpecial Mandatory Redemption Event (as defined herein), we intend to use the net proceeds from this offering, together withcash on hand and/or additional borrowings (including proceeds from the borrowing of up to $900million of unsecured termloans under that certain Term Loan Agreement, dated as of May15, 2026 (the “2026 Term Loan Facility”), among HubbellIncorporated, a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent, and/or issuances of commercialpaper), to fund the consideration for the NSI Industries Acquisition (as defined herein), to repay certain existing indebtedness ofNSI Industries and its subsidiaries, and to pay fees, costs and expenses in connection with the foregoing, and any remaining netproceeds for general corporate purposes. See “Use of Proceeds.” The information in this preliminary prospectus supplement is not complete and may change. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where theoffer or sale is not permitted.In the event that (x)the NSI Industries Acquisition is not consummated on or prior to the date that is five (5)Business Days (asdefined herein) after the later of (i)May 1, 2027 or (ii)any later date as the parties to the Purchase Agreement may agree as the“Outside Date” thereunder or (y)we notify the trustee in writing that we will not pursue the consummation of the NSI IndustriesAcquisition, we will be required to redeem the notes then outstanding at a redemption price equal to 101% of the aggregateprincipal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory RedemptionDate (as defined herein). See “Description of notes — Special Mandatory Redemption.” Table of Contents The notes will be issued in U.S. dollars and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes willnot have the benefit of any sinking fund. Investing in the notes involves risks that are described in the “Risk factors” section of this prospectus supplement beginning on page S-6. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminaloffense. We do not intend to apply for listing of the notes on any securities excha