Note 7—Equity

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Stock-Based Compensation:

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For the years ended December 31, 2025, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $135.4, $109.5, and $99.0, respectively, the expense of which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. In addition, for the years ended December 31, 2025, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $261.3, $154.1, and $92.4, respectively, in Provision for income taxes in the accompanying Consolidated Statements of Income. These aggregate income tax benefits during the years ended December 31, 2025, 2024 and 2023 include excess tax benefits of $246.6, $142.6, and $82.4, respectively, from option exercises. The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

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Stock Options

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In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 120,000,000 shares.  In March 2021, the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuance under the plan by 80,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021. As of December 31, 2025, there were 47,388,446 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan. Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of 10 years from the date of grant.  

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Stock option activity for 2023, 2024 and 2025 was as follows:

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A summary of the status of the Company’s non-vested options as of December 31, 2025 and changes during the year then ended was as follows:

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The weighted average fair value at the grant date of options granted during 2024 and 2023 was $19.33 and $10.71, respectively.

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During the years ended December 31, 2025, 2024 and 2023, the following activity occurred under the Company’s option plans:

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As of December 31, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $355.6 with a weighted average expected amortization period of 3.45 years.

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The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

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The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

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Restricted Stock

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On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan. As of December 31, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,640. Restricted shares granted under the 2024 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant. Grants under the 2024 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment. The 2024 Directors Restricted Stock Plan will expire on May 15, 2034, after which date no awards may be granted under the plan.

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In 2012, the Company’s stockholders approved the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”), which was administered by the Nominating / Corporate Governance Committee of the Board. The 2012 Directors Restricted Stock Plan expired on May 22, 2022. Grants under the 2012 Directors Restricted Stock Plan entitled the holder to receive shares of the Company’s Common Stock without payment. Restricted shares granted under the 2012 Directors Restricted Stock Plan vested on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant. On May 17, 2023, 42,624 shares of restricted stock previously granted to non-employee directors vested in accordance with their terms. No additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional shares of restricted stock will be granted thereunder.

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Restricted share activity for 2023, 2024 and 2025 was as follows:

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The total fair value of restricted share awards that vested during 2025, 2024, and 2023 was $1.4, nil, and $1.4, respectively. As of December 31, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.5 (with a weighted average expected amortization period of 0.37 years).

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Authorized Shares for Issuance

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On May 15, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, which increased the total number of shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), that the Company is authorized to issue to 5,000,000,000 shares, an increase of 3,000,000,000 shares from the amount previously authorized. The amendment was filed and became effective on May 15, 2025.

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Stock Repurchase Programs:

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On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the year ended December 31, 2025, the Company repurchased 7.4 million shares of its Common Stock for $665.2 under the 2024 Stock Repurchase Program. Of the total repurchases made in 2025 under the 2024 Stock Repurchase Program, 6.0 million shares, or $512.3, have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From January 1, 2026 to January 31, 2026, the Company repurchased 0.3 million additional shares of its Common Stock for $44.2, and, as of February 1, 2025, the Company has remaining authorization to purchase up to $826.9 of its Common Stock under the 2024 Stock Repurchase Program. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

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On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $2,000.0 of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company. As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.

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Dividends:

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Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023. On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, and on October 21, 2025, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.165 per share to $0.25 per share, effective with dividends declared in the

fourth quarter of 2025, contingent upon declaration by the Board. The following table summarizes the declared quarterly dividends per share during each of the three years ended December 31, 2025, 2024 and 2023:

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Dividends declared and paid for the years ended December 31, 2025, 2024 and 2023 were as follows:

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Accumulated Other Comprehensive Income (Loss):

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Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2025, 2024 and 2023 are as follows:

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For the years ended December 31, 2025, 2024 and 2023, as it relates to the Company’s cash flow hedges, which is comprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Consolidated Statements of Income, were not material. There were no reclassifications associated with net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above. While there were no outstanding cash flow hedges as of December 31, 2025 and 2024, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally expected to be reclassified into earnings within the following 12 months. In August 2025, the Company entered into $1,500.0 10-year and $1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk prior to the issuance of the November Senior Notes, as discussed in Notes 4 and 5 herein. The treasury locks were settled in the fourth quarter of 2025 upon the issuance of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively, for a cumulative after-tax loss of $67.4, which was recorded in Accumulated other comprehensive income (loss) and is being amortized to Interest expense over the terms of the 4.625% Senior Notes and the 5.300% Senior Notes, respectively. The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans. The amortization of actuarial losses is included in the computation of net pension expense discussed in more detail within Note 9 herein.