EX-4.2 2 tm2529234d4_ex4-2.htm EXHIBIT 4.2

Exhibit 4.2

Execution Version

AMPHENOL CORPORATION

OFFICERS’ CERTIFICATE

Pursuant to Section 2.2 of the Indenture

Reference is made to the Indenture (the “Indenture”), dated as of March 16, 2023, between Amphenol Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

Pursuant to Section 2.2 of the Indenture, the Company hereby certifies, through its Chief Financial Officer, Craig A. Lampo, and its Secretary, Lance D’Amico, as follows:

Pursuant to (i) resolutions adopted by the Board of Directors (the “Board of Directors”) of the Company at the October 21, 2025 meeting, including authority delegated by the Board of Directors to the Pricing Committee thereof and (ii) an Action by Unanimous Written Consent of the Pricing Committee of the Board of Directors taken as of October 27, 2025 (the “Pricing Committee Consent”), the Company has created seven series of senior debt securities of the Company, designated as the Floating Rate Senior Notes due 2027 (the “Floating Rate Notes”), the 3.800% Senior Notes due 2027 (the “2027 Notes”), the 3.900% Senior Notes due 2028 (the “2028 Notes”), the 4.125% Senior Notes due 2030 (the “2030 Notes”), the 4.400% Senior Notes due 2033 (the “2033 Notes”), the 4.625% Senior Notes due 2036 (the “2036 Notes”) and the 5.300% Senior Notes due 2055 (the “2055 Notes” and, together with the Floating Rate Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes and the 2036 Notes, the “Notes”), to be issued under the Indenture, and authorized the sale of up to $7,000,000,000 (or such other larger amount approved by the Pricing Committee) in aggregate principal amount of one or more series of notes.

The terms of the Notes as authorized by and determined pursuant to the Pricing Committee Consent, are as follows:

(a)

(i) The title of the Floating Rate Notes shall be Floating Rate Senior Notes due November 15, 2027 (CUSIP/ISIN: 032095AV3/US032095AV36).

(ii) The title of the 2027 Notes shall be 3.800% Senior Notes due November 15, 2027 (CUSIP/ISIN: 032095AW1/US032095AW19).

(iii) The title of the 2028 Notes shall be 3.900% Senior Notes due November 15, 2028 (CUSIP/ISIN: 032095AX9/US032095AX91).

(iv) The title of the 2030 Notes shall be 4.125% Senior Notes due November 15, 2030 (CUSIP/ISIN: 032095AY7/US032095AY74).

(v) The title of the 2033 Notes shall be 4.400% Senior Notes due February 15, 2033 (CUSIP/ISIN: 032095AZ4/US032095AZ40).

(vi) The title of the 2036 Notes shall be 4.625% Senior Notes due February 15, 2036 (CUSIP/ISIN: 032095BA8/US032095BA89).

(vii) The title of the 2055 Notes shall be 5.300% Senior Notes due November 15, 2055 (CUSIP/ISIN: 032095BB6/US032095BB62).

(b)

(i) The price at which the Floating Rate Notes will be issued shall be 100.000% of the principal amount of the Floating Rate Notes.

(ii) The price at which the 2027 Notes will be issued shall be 99.932% of the principal amount of the 2027 Notes.

(iii) The price at which the 2028 Notes will be issued shall be 99.892% of the principal amount of the 2028 Notes.

(iv) The price at which the 2030 Notes will be issued shall be 99.892% of the principal amount of the 2030 Notes.

(v) The price at which the 2033 Notes will be issued shall be 99.877% of the principal amount of the 2033 Notes.

(vi) The price at which the 2036 Notes will be issued shall be 99.893% of the principal amount of the 2036 Notes.

(vii) The price at which the 2055 Notes will be issued shall be 99.835% of the principal amount of the 2055 Notes.

(c)

(i) The maximum aggregate principal amount of the Floating Rate Notes shall be $500,000,000.

(ii) The maximum aggregate principal amount of the 2027 Notes shall be $750,000,000.

(iii) The maximum aggregate principal amount of the 2028 Notes shall be $750,000,000.

(iv) The maximum aggregate principal amount of the 2030 Notes shall be $1,000,000,000.

(v) The maximum aggregate principal amount of the 2033 Notes shall be $1,250,000,000.

(vi) The maximum aggregate principal amount of the 2036 Notes shall be $1,600,000,000.

(vii) The maximum aggregate principal amount of the 2055 Notes shall be $1,650,000,000.

(d)

(i) The principal of the Floating Rate Notes shall be payable on November 15, 2027 (the “Floating Rate Notes Maturity Date”).

(ii) The principal of the 2027 Notes shall be payable on November 15, 2027 (the “2027 Maturity Date”).

(iii) The principal of the 2028 Notes shall be payable on November 15, 2028 (the “2028 Maturity Date”).

(iv) The principal of the 2030 Notes shall be payable on November 15, 2030 (the “2030 Maturity Date”).

(v) The principal of the 2033 Notes shall be payable on February 15, 2033 (the “2033 Maturity Date”).

(vi) The principal of the 2036 Notes shall be payable on February 15, 2036 (the “2036 Maturity Date”).

(vii) The principal of the 2055 Notes shall be payable on November 15, 2055 (the “2055 Maturity Date”).

(e)

(i) The Floating Rate Notes shall bear interest at a floating rate per annum, reset quarterly on each Floating Rate Interest Payment Date (as defined below), equal to Compounded SOFR (as defined in Exhibit A hereto), plus 0.53%, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (the “Floating Rate Interest Payment Dates”), commencing February 15, 2026, and at maturity. In no event will the interest on the Floating Rate Notes be less than zero. The interest so payable shall be paid to the Persons in whose name the Floating Rate Notes are registered at the close of business on February 1, May 1, August 1 and November 1 (whether or not a Business Day (as defined in the Indenture)) immediately preceding such February 15, May 15, August 15 and November 15, respectively (the “Floating Rate Interest Record Dates”). Interest on the Floating Rate Notes will accrue from and including the most recent Floating Rate Interest Payment Date or, if no interest has been paid, from the settlement date of the Floating Rate Notes. If the February 15, May 15, August 15 or November 15 of any year is not a Business Day, then the next succeeding Business Day will be the applicable Floating Rate Interest Payment Date and interest on the Floating Rate Notes will be paid on such next succeeding Business Day (unless such next succeeding Business Day falls in the succeeding calendar month, in which case the applicable Floating Rate Interest Payment Date will be the Business Day immediately preceding such February 15, May 15, August 15 or November 15, and interest on the Floating Rate Notes will be paid on such immediately preceding Business Day). If the Floating Rate Notes Maturity Date is not a Business Day, the payment of principal of, and interest on, the Floating Rate Notes will be made on the next succeeding Business Day, and no interest will accrue for the period from and after the Floating Rate Notes Maturity Date to the date of that payment on that next succeeding Business Day. Interest on the floating rate notes will be computed on the basis of the actual number of days elapsed in an Interest Period over a 360-day year.

(ii) The 2027 Notes shall bear interest at an annual rate of 3.800% from November 10, 2025, payable semi-annually in arrears on May 15 and November 15 of each year (the “2027 Interest Payment Dates”), commencing May 15, 2026 until the principal of the 2027 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2027 Notes are registered at the close of business on May 1 and November 1 (the“2027 Interest Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively. The amount of interest payable on any 2027 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2027 Interest Payment Date, any redemption date or the 2027 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2027 Interest Payment Date, such redemption date or 2027 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(iii) The 2028 Notes shall bear interest at an annual rate of 3.900% from November 10, 2025, payable semi-annually in arrears on May 15 and November 15 of each year (the “2028 Interest Payment Dates”), commencing May 15, 2026 until the principal of the 2028 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2028 Notes are registered at the close of business on May 1 and November 1 (the “2028 Interest Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively. The amount of interest payable on any 2028 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2028 Interest Payment Date, any redemption date or the 2028 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2028 Interest Payment Date, such redemption date or 2028 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(iv) The 2030 Notes shall bear interest at an annual rate of 4.125% from November 10, 2025, payable semi-annually in arrears on May 15 and November 15 of each year (the “2030 Interest Payment Dates”), commencing May 15, 2026 until the principal of the 2030 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2030 Notes are registered at the close of business on May 1 and November 1 (the “2030 Interest Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively. The amount of interest payable on any 2030 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2030 Interest Payment Date, any redemption date or the 2030 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2030 Interest Payment Date, such redemption date or 2030 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(v) The 2033 Notes shall bear interest at an annual rate of 4.400% from November 10, 2025, payable semi-annually in arrears on February 15 and August 15 of each year (the “2033 Interest Payment Dates”), commencing February 15, 2026 until the principal of the 2033 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2033 Notes are registered at the close of business on February 1 and August 1 (the “2033 Interest Record Dates”) (whether or not a Business Day) immediately preceding such February 15 and August 15, respectively. The amount of interest payable on any 2033 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2033 Interest Payment Date, any redemption date or the 2033 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2033 Interest Payment Date, such redemption date or 2033 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(vi) The 2036 Notes shall bear interest at an annual rate of 4.625% from November 10, 2025, payable semi-annually in arrears on February 15 and August 15 of each year (the “2036 Interest Payment Dates”), commencing February 15, 2026 until the principal of the 2036 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2036 Notes are registered at the close of business on February 1 and August 1 (the “2036 Interest Record Dates”) (whether or not a Business Day) immediately preceding such February 15 and August 15, respectively. The amount of interest payable on any 2036 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2036 Interest Payment Date, any redemption date or the 2036 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2036 Interest Payment Date, such redemption date or 2036 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(vii) The 2055 Notes shall bear interest at an annual rate of 5.300% from November 10, 2025, payable semi-annually in arrears on May 15 and November 15 of each year (the “2055 Interest Payment Dates” and, together with the Floating Rate Interest Payment Dates, the 2027 Interest Payment Dates, the 2028 Interest Payment Dates, the 2030 Interest Payment Dates, the 2033 Interest Payment Dates and the 2036 Interest Payment Dates, the “Interest Payment Dates” and each an “Interest Payment Date”), commencing May 15, 2026 until the principal of the 2055 Notes is paid or made available for payment. The interest so payable shall be paid to the Persons in whose name the 2055 Notes are registered at the close of business on May 1 and November 1 (the “2055 Interest Record Dates” and, together with the Floating Rate Interest Record Dates, the 2027 Interest Record Dates, the 2028 Interest Record Dates, the 2030 Interest Record Dates, the 2033 Interest Record Dates and the 2036 Interest Record Dates, the “Interest Record Dates” and each an “Interest Record Date”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively. The amount of interest payable on any 2055 Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2055 Interest Payment Date, any redemption date or the 2055 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such 2055 Interest Payment Date, such redemption date or 2055 Maturity Date, as the case may be, to the date of that payment on that next succeeding Business Day.

(f)

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

(g)

(I) The Floating Rate Notes are not redeemable at the Company’s option prior to the Floating Rate Notes Maturity Date.

(II) The Company may redeem the 2027 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 5 basis points, less (b) interest accrued to, but not including, the date of redemption, and

(ii) 100% of the principal amount of the 2027 Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.

(III) Prior to the applicable Par Call Date (as defined herein), the Company may redeem the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2036 Notes and the 2055 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes of the applicable series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points in the case of the 2028 Notes, 10 basis points in the case of the 2030 Notes, 10 basis points in the case of the 2033 Notes, 10 basis points in the case of the 2036 Notes and 15 basis points in the case of the 2055 Notes, in each case less (b) interest accrued to, but not including, the date of redemption, and

(ii) 100% of the principal amount of the Notes of the applicable series to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date.

On or after the applicable Par Call Date, the Company may redeem the Notes of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

If the date of redemption is on or after the applicable Interest Record Date and on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the applicable series of the Notes are registered at the close of business on such applicable Interest Record Date, and no additional interest shall be payable to Holders whose applicable Notes will be subject to redemption by the Company.

For purposes of this Section 2(g), the following terms have the following meanings:

“Par Call Date” means (a) with respect to the 2028 Notes, October 15, 2028 (one month prior to the 2028 Maturity Date), (b) with respect to the 2030 Notes, October 15, 2030 (one month prior to the 2030 Maturity Date), (c) with respect to the 2033 Notes, December 15, 2032 (two months prior to the 2033 Maturity Date), (d) with respect to the 2036 Notes, November 15, 2035 (three months prior to the 2036 Maturity Date) and (e) with respect to the 2055 Notes, May 15, 2055 (six months prior to the 2055 Maturity Date).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

(IV) Each series of the Notes will be subject to a “special mandatory redemption” in the event that (i) the CCS Acquisition (as defined below) is not consummated on or prior to the later of (x) August 3, 2026 (the “Outside Date”) or (y) the date that is five Business Days after any later date to which the parties to the Purchase Agreement (as defined below) may agree to extend the Outside Date in the Purchase Agreement or to which the Outside Date is automatically extended pursuant to the terms of the Purchase Agreement (the “Special Mandatory Redemption End Date”), or (ii) the Company notifies the Trustee in writing that the Company will not pursue consummation of the CCS Acquisition. The Company refers to each of such events as a “special mandatory redemption event.” If a special mandatory redemption event occurs, the Company will be required to redeem the outstanding Notes of each series at the “special mandatory redemption price” equal to 101% of the principal amount thereof plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption date. The “special mandatory redemption date” will be selected by the Company and will be a date no later than ten Business Days following the occurrence of the special mandatory redemption event. Unless the Company defaults in payment of the special mandatory redemption price, on and after such special mandatory redemption date, interest on the Notes will cease to accrue.

In the event that the Company becomes obligated to redeem the Notes of each series pursuant to the special mandatory redemption, the Company, either directly or through the Trustee at the Company’s expense, direction and on the Company’s behalf, will cause a notice of the special mandatory redemption to be sent, with a copy to the Trustee, not later than five Business Days after the occurrence of the special mandatory redemption event to each Holder of the Notes of each series at their registered address. Such notice will also specify the special mandatory redemption date. If funds sufficient to pay the special mandatory redemption price of the Notes of each series to be redeemed on the special mandatory redemption date are deposited with the Paying Agent on or before such special mandatory redemption date, and certain other conditions are satisfied, on and after such special mandatory redemption date, the Notes of each series to be redeemed will cease to bear interest and all rights under the Notes of each series to be redeemed shall terminate.

Upon the consummation of the CCS Acquisition, the foregoing provisions regarding special mandatory redemption will cease to apply. For the purposes of the foregoing, the CCS Acquisition will be deemed consummated if the closing under the Purchase Agreement occurs, including after giving effect to any amendments or modifications to the Purchase Agreement or waivers thereunder acceptable to the Company.

For purposes of this Section 2(g)(IV), the following definitions apply:

“CCS Business” means the Connectivity and Cable solutions businesses (specifically the Data Center Connectivity Solutions business, the Broadband Communications business and the Building Connectivity Solutions business) of CommScope Holding Company, Inc.

“CCS Acquisition” means the proposed acquisition of the CCS Business by the Company, pursuant to the Purchase Agreement.

“Purchase Agreement” means the Purchase Agreement dated August 3, 2025, by and between the Company and CommScope Holding Company, Inc., as such agreement may be amended or modified or any provision thereof waived.

(h)

Except as described under Section 2(g) above, the Notes will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

(i)

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem all of the Notes as described under Section 2(g) above, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).

Within 30 days following any Change of Control Repurchase Event, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer, stating:

(i)

that such Change of Control Repurchase Event has occurred or is pending and that such Holder has the right to require the Company to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”);

(ii)

if such notice is mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date;

(iii)

the date of repurchase (which shall be no earlier than 30 days nor later than 60 days from the date the Change of Control Offer is mailed) (the “Change of Control Payment Date”); and

(iv)

the procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased.

On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i)

accept for payment all Notes or portions of Notes (equal to $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;

(ii)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and

(iii)

deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Company and, to the extent applicable, an executed new note or notes evidencing any unpurchased portion of any Note or Notes surrendered for which the Trustee shall authenticate and deliver a new note or notes as provided below.

The Trustee shall promptly as practicable mail, or shall cause the Paying Agent to promptly mail, to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly as practicable authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, provided that each such new note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

If the Change of Control Payment Date is on or after an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business on such Interest Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.

The Company shall not be required to make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to the Change of Control Offer to be made by the Company and repurchases all Notes validly tendered and not withdrawn under such offer.

The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions in this Section 2(i), the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions in this Section 2(i) by virtue of any such conflict.

For purposes of this Section 2(i), the following terms have the following meanings:

“Change of Control” means:

(i)

the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Sections 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d- 5 under the Exchange Act, except that such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Company’s Voting Stock (or the Company’s successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this Section 2(i), such person shall be deemed to beneficially own any of the Company’s Voting Stock held by a parent entity, if such person “beneficially owns” (as defined above), directly or indirectly, more than a majority of the voting power of the Voting Stock of such parent entity); or

(ii)

the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or outstanding Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction; or

(iii)

the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or

(iv)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of the Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than to the Company or one of the Company’s Subsidiaries; or

(v)

the adoption by the Company’s stockholders of a plan or proposal for its liquidation or dissolution.

Notwithstanding the foregoing, a transaction shall not be considered to be a Change of Control if (A) the Company becomes a direct or indirect wholly owned Subsidiary of a holding company and (B) immediately following that transaction, (1) the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (2) no person or group is the beneficial owner, directly or indirectly, of more than a majority of the total voting power of the Voting Stock of the holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Rating Decline with respect to such Change of Control. Notwithstanding anything in this Section 2(i), no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (a) was a member of the Company’s Board of Directors on the date of issuance of the Notes or (b) was nominated for election or elected to the Company’s Board of Directors with the approval of a majority of the Continuing Directors who were members of the Company’s Board of Directors at the time of such nomination or election.

“Investment Grade” means BBB- or higher by S&P and Baa3 or higher by Moody’s, or the equivalent of such ratings by S&P or Moody’s or, if either S&P or Moody’s shall not make a rating on the Notes publicly available, another Rating Agency.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

“Rating Agency” means each of S&P and Moody’s or, to the extent S&P or Moody’s or both do not make a rating on the Notes publicly available, a “nationally recognized statistical rating organization” (within the meaning of Section 3(a)(62) under the Exchange Act) or “organizations”, as the case may be, selected by the Company (as certified by a resolution of the Company’s Board of Directors), which shall be substituted for S&P or Moody’s, or both, as the case may be.

“Rating Decline” means, with respect to a Change of Control, the Notes cease to be rated Investment Grade by each Rating Agency on any date during the period (“Trigger Period”) from the date of the public notice of an arrangement that could result in such Change of Control until 60 days following the consummation of such Change of Control (which Trigger Period will be extended for so long as the rating on the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies).

“S&P” means S&P Global Ratings, a division of S&P Global Inc. and its successors.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors, managers or trustees, as applicable, of such Person.

(j)

The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(k)

The Notes shall be issued only in registered form without coupons. The Floating Rate Notes shall be represented by one or more Global Securities in the form set forth in Exhibit A hereto, the 2027 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit B hereto, the 2028 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit C hereto, the 2030 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit D hereto, the 2033 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit E hereto, the 2036 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit F hereto and the 2055 Notes shall be represented by one or more Global Securities in the form set forth in Exhibit G hereto. The forms of the Notes set forth certain of the terms required to be set forth in this Officers’ Certificate pursuant to Section 2.2 of the Indenture, and said terms are incorporated herein by reference.

(l)

In the event of a declaration of acceleration of the maturity of the Notes pursuant to Section 6.2 of the Indenture, 100% of the principal amount of the Notes shall be payable.

(m)

The Notes shall be issued in United States dollars.

(n)

Principal of and premium, if any, and interest on the Notes shall be paid in United States dollars.

(o)

N/A

(p)

N/A

(q)

N/A

(r)

Failure to make the special mandatory redemption, if required in accordance with the terms described above, will constitute an Event of Default (as defined in the Indenture) with respect to the Notes of each series. There shall be no other additions to or changes in the Events of Default that apply to the Notes. There shall be no change in the right of the Trustee or the requisite Holders of the Notes to declare the principal amount of the Notes due and payable pursuant to Section 6.2 of the Indenture.

(s)

Other than as set forth in Section 2(i) above, there shall be no additions to or changes in the covenants set forth in Article IV or V of the Indenture that apply to the Notes.

(t)

The Notes shall not be convertible to any other securities of the Company.

(u)

The Notes shall be senior unsecured and unsubordinated debt securities and shall rank equally with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness, including the Company’s 4.750% Senior Notes due 2026, the Company’s 5.050% Senior Notes due 2027, the Company’s 4.375% Senior Notes due 2028, the Company’s 5.050% Senior Notes due 2029, the Company’s 4.350% Senior Notes due 2029, the Company’s 2.800% Senior Notes due 2030, the Company’s 2.200% Senior Notes due 2031, the Company’s Euro denominated 3.125% Senior Notes due 2032, the Company’s 5.250% Senior Notes due 2034, the Company’s 5.000% Senior Notes due 2035 and the Company’s 5.375% Senior Notes due 2054 and the indebtedness evidenced by the Company’s guarantee of the 0.750% Euro Senior Notes due 2026 (the “2026 Euro Notes”) and the 2.000% Euro Senior Notes due 2028 (the “2028 Euro Notes”) issued by the Company’s Subsidiary, Amphenol Technologies Holding GmbH and any borrowings under (i) the Company’s revolving credit facility, (ii) the three-year, $2,000,000,000 unsecured delayed draw term loan credit agreement among the Company, certain of its Subsidiaries, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent, (iii) the 364-day, $2,000,000,000 unsecured delayed draw term loan credit agreement among the Company, certain of its Subsidiaries, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent and (iv) the Company’s commercial paper programs. However, the Notes shall be structurally subordinated to the indebtedness of the Company’s Subsidiaries (other than the 2026 Euro Notes and the 2028 Euro Notes (to the extent such 2026 Euro Notes and 2028 Euro Notes are guaranteed by the Company)) and effectively subordinated to any of the Company’s future secured indebtedness to the extent of the value of the assets securing such indebtedness.

(v)

The Trustee shall act as the Registrar, Paying Agent and Service Agent for the Notes.

Pursuant to that certain calculation agent agreement, dated as of the date hereof, among the Company and U.S. Bank Trust Company, National Association (“U.S. Bank”), as calculation agent, the Company has appointed U.S. Bank to serve as initial calculation agent (the “Calculation Agent”) for the Floating Rate Notes. The Calculation Agent may resign or be replaced in accordance with the provisions set forth in such agreement and the Floating Rate Notes. The Company may serve as Calculation Agent.

(w)

The Company may, without notice to, or the consent of, the Holders of the Notes of an applicable series, issue an unlimited principal amount of additional notes having identical terms and conditions as the Notes of such series, other than, in each case, the issue date, issue price and, in some cases, the first Interest Payment Date. The Company will only be permitted to issue such additional notes if, at the time of such issuance, the Company is in compliance with the covenants contained in the Indenture. Any additional notes will be part of the same issue as the applicable series of Notes and will vote on all matters with the Holders of the Notes of such series, provided that if such additional notes are not fungible for U.S. federal income tax purposes with the Notes of such series, such additional notes will be issued with a separate CUSIP number.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Officers’ Certificate on behalf of the Company in his or her capacity as specified below.

Dated: November 10, 2025

	AMPHENOL CORPORATION


	By:	/s/ Craig A. Lampo
	Name: Craig A. Lampo
	Title: Senior Vice President and Chief Financial Officer


	By:	/s/ Lance D’Amico
	Name: Lance D’ Amico
	Title: Senior Vice President, Secretary and General Counsel

[Signature Page to Officers' Certificate (Pursuant to Section 2.2 of the Indenture)]

Exhibit A

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CUSIP: 032095 AV3

ISIN: US032095AV36

No. [ ]

$[ ]

AMPHENOL CORPORATION

FLOATING RATE NOTES DUE 2027

As used herein, the term “Depository” shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute or regulation, which in each case, shall be designated by the Company pursuant to the Indenture.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

Notwithstanding the foregoing, as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

FLOATING RATE NOTES DUE 2027

This Global Note designated on the face hereof as Floating Rate Notes due 2027 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes will bear interest at a floating rate per annum, reset quarterly on each Interest Payment Date (as defined herein), equal to Compounded SOFR, plus 0.53%. In no event will the interest on the Notes be less than zero. Interest on the Notes will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2026, and at maturity (each such date, an “Interest Payment Date”), to Holders of record on the date that is 15 calendar days prior to each Interest Payment Date (the “Interest Record Dates”), whether or not a Business Day. Interest on the Notes will accrue from and including the most recent Interest Payment Date or, if no interest has been paid, from the settlement date of the Notes. If the February 15, May 15, August 15 or November 15 of any year is not a Business Day, then the next succeeding Business Day will be the applicable Interest Payment Date and interest on the Notes will be paid on such next succeeding Business Day (unless such next succeeding Business Day falls in the succeeding calendar month, in which case the applicable Interest Payment Date will be the Business Day immediately preceding such February 15, May 15, August 15 or November 15, and interest on the Notes will be paid on such immediately preceding Business Day). If the Stated Maturity of the Notes is not a Business Day, the payment of principal of, and interest on, the Notes will be made on the next succeeding Business Day, and no interest will accrue for the period from and after the Stated Maturity.

The “initial Interest Period” means the period from and including the settlement date of the Notes to, but excluding, the first Interest Payment Date. Thereafter, each “Interest Period” means the period from and including a Interest Payment Date to, but excluding, the immediately succeeding Interest Payment Date (such succeeding Interest Payment Date, the “Latter Interest Payment Date”); provided that the final interest period for the Notes will be the period from and including the Interest Payment Date immediately preceding the Stated Maturity of the Notes to, but excluding, the Stated Maturity. Interest on the Notes will be computed on the basis of the actual number of days elapsed in an Interest Period over a 360-day year.

The interest rate for the initial Interest Period will be Compounded SOFR determined on February 12, 2026, plus 0.53%. Thereafter, the interest rate for any Interest Period will be Compounded SOFR, as determined on the applicable date that is the second U.S. Government Securities Business Day (as defined herein) preceding such Interest Payment Date (the “Interest Determination Date”), plus a margin of 0.53%.

The amount of interest accrued and payable on the Notes for each Interest Period will be equal to the product of (i) the outstanding principal amount of the Notes multiplied by (ii) the product of (a) the Interest Rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Interest Period divided by 360.

As used herein the following terms have the meanings assigned to them:

“Compounded SOFR” means, with respect to any Interest Period, the rate computed in accordance with the following formula set forth below and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g., 9.753973% (or .09753973) being rounded down to 9.75397% (or .0975397) and 9.753978% (or .09753978) being rounded up to 9.75398% (or .0975398)):

where:

“SOFR IndexStart” is the SOFR Index value for the day that is two U.S. Government Securities Business Days preceding the first date of the relevant Interest Period;

“SOFR IndexEnd” is the SOFR Index value for the day that is two U.S. Government Securities Business Days preceding the Latter Interest Payment Date relating to such Interest Period; and

“dc” is the actual number of calendar days from (and including) SOFR IndexStart to (but excluding) SOFR IndexEnd (the actual number of calendar days in the applicable Observation Period).

For purposes of determining Compounded SOFR, “SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(1) the SOFR Index value as published by the New York Federal Reserve as such index appears on the New York Federal Reserve’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”); provided that:

(2) if a SOFR Index value does not so appear as specified in clause (1) above at the SOFR Determination Time, then:

(i) if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined herein) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable” provisions described below;

(ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “Effect of a Benchmark Transition Event” provisions described below.

“New York Federal Reserve” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate).

“New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source.

“Observation Period” means, in respect of each Interest Period, the period from and including two U.S. Government Securities Business Days preceding the first date of such relevant Interest Period to but excluding two U.S. Government Securities Business Days preceding the Latter Interest Payment Date for such Interest Period; provided that the first Observation Period shall be the period from and including two U.S. Government Securities Business Days preceding the settlement date of the Notes to, but excluding, the two U.S. Government Securities Business Days preceding the first Interest Payment Date.

“Secured Overnight Financing Rate” means the daily secured overnight financing rate as provided by the New York Federal Reserve on the New York Federal Reserve’s Website.

“U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

SOFR Index Unavailable

If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to the Secured Overnight Financing Rate, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the New York Federal Reserve’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily Secured Overnight Financing Rate (“SOFRi”) does not so appear for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the New York Federal Reserve’s Website.

Effect of a Benchmark Transition Event

If the Company or its designee determine on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent dates.

In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

Any determination, decision or election that may be made by the Company or its designee pursuant to this section, including a determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

(1) will be conclusive and binding absent manifest error;

(2) will be made in the Company or its designee’s sole discretion; and

(3) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party.

Any determination, decision or election pursuant to the benchmark replacement provisions shall be made by the Company or its designee (which may be the Company’s affiliate) on the basis as described above, and in no event shall the Calculation Agent, Trustee or Paying Agent be responsible for making any such determination, decision or election.

As used herein the following terms have the meanings assigned to them:

“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if the Company or its designee determine on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date:

(1) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3) the sum of (a) the alternate rate of interest that has been selected by the Company or its designee as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors and other administrative matters) that the Company or its designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decide that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determine is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to Benchmark also include any reference rate underlying such Benchmark.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its designee after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

The interest rate and amount of interest to be paid on the Notes for each interest period will be determined by the Calculation Agent. Initially, U.S. Bank Trust Company, National Association will be serving as the Company’s Calculation Agent; however, the Company may change the Calculation Agent at any time without notice, and U.S. Bank Trust Company, National Association may resign as Calculation Agent at any time with prior written notice to the Company. In the event that any then-acting Calculation Agent shall be unable or unwilling to act or that the Company proposes to remove such Calculation Agent, the Company will appoint another Calculation Agent. If the Company fails to appoint a Calculation Agent, the Company will serve as Calculation Agent.

The Calculation Agent will, upon the request of any Holder of the Notes, provide the interest rate then in effect with respect to the Notes. All calculations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company, the Holders of the Notes, the Trustee and the Paying Agent. None of the Trustee or the Paying Agent shall have any responsibility to determine whether any manifest error has occurred and, in the absence of notice from the Company, may conclusively assume that no manifest error exists and shall suffer no liability in so assuming.

None of the Trustee, the Paying Agent or the Calculation Agent shall be under any obligation to (1) monitor, determine or verify the unavailability or cessation of SOFR, SOFRi or the SOFR Index, or whether or when there has occurred, or to give notice to any Holder or other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (2) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (3) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index or (4) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, Interest Determination Dates or any other relevant methodology applicable to such substitute or successor benchmark.

In connection with the foregoing, each of the Trustee, the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none will have any liability for actions taken at the Company’s direction in connection therewith.

None of the Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Indenture as a result of the unavailability of SOFR, SOFRi, the SOFR Index or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties. None of the Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the Company’s actions or omissions or for those of the Company’s designee, or for any failure or delay in the performance by the Company or its designee, nor shall any of the Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of the Company or its designee.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes are not redeemable at the Company’s option prior to the Stated Maturity.

The Notes will be subject to a special mandatory redemption (at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption date) under certain circumstances described in the Indenture.

If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).

If an Event of Default (as defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this Series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment or waiver, subject to certain exceptions provided for in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.

A Holder shall register the transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.

The Company may be discharged from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes, in each case upon satisfaction of certain conditions specified in the Indenture.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

If funds for the payment of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its written request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.

The Trustee shall act as the Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the event of a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes shall be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes shall be paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible to any other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.

In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit B

CUSIP: 032095 AW1

ISIN: US032095AW19

No. [ ]

$[ ]

AMPHENOL CORPORATION

3.800% SENIOR NOTES DUE 2027

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on November 15, 2027 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date, an “Interest Payment Date”), commencing on May 15, 2026, at the rate of 3.800% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The interest so payable shall be paid to the persons in whose name the Notes are registered at the close of business on May 1 and November 1 (the “Interest Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively.

The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or Stated Maturity, as the case may be, to the date of that payment on that next succeeding Business Day.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

3.800% SENIOR NOTES DUE 2027

This Global Note designated on the face hereof as 3.800% Senior Notes due 2027 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit C

CUSIP: 032095 AX9

ISIN: US032095AX91

No. [ ]

$[ ]

AMPHENOL CORPORATION

3.900% SENIOR NOTES DUE 2028

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on November 15, 2028 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date, an “Interest Payment Date”), commencing on May 15, 2026, at the rate of 3.900% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

3.900% SENIOR NOTES DUE 2028

This Global Note designated on the face hereof as 3.900% Senior Notes due 2028 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit D

CUSIP: 032095 AY7

ISIN: US032095AY74

No. [ ]

$[ ]

AMPHENOL CORPORATION

4.125% SENIOR NOTES DUE 2030

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on November 15, 2030 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date, an “Interest Payment Date”), commencing on May 15, 2026, at the rate of 4.125% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

4.125% SENIOR NOTES DUE 2030

This Global Note designated on the face hereof as 4.125% Senior Notes due 2030 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit E

CUSIP: 032095 AZ4

ISIN: US032095AZ40

No. [ ]

$[ ]

AMPHENOL CORPORATION

4.400% SENIOR NOTES DUE 2033

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on February 15, 2033 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on February 15 and August 15 of each year (each such date, an “Interest Payment Date”), commencing on February 15, 2026, at the rate of 4.400% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The interest so payable shall be paid to the persons in whose name the Notes are registered at the close of business on February 1 and August 1 (the “Interest Record Dates”) (whether or not a Business Day) immediately preceding such February 15 and August 15, respectively.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

4.400% SENIOR NOTES DUE 2033

This Global Note designated on the face hereof as 4.400% Senior Notes due 2033 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit F

CUSIP: 032095 BA8

ISIN: US032095BA89

No. [ ]

$[ ]

AMPHENOL CORPORATION

4.625% SENIOR NOTES DUE 2036

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on February 15, 2036 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on February 15 and August 15 of each year (each such date, an “Interest Payment Date”), commencing on February 15, 2026, at the rate of 4.625% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

4.625% SENIOR NOTES DUE 2036

This Global Note designated on the face hereof as 4.625% Senior Notes due 2036 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit G

CUSIP: 032095 BB6

ISIN: US032095BB62

No. [ ]

$[ ]

AMPHENOL CORPORATION

5.300% SENIOR NOTES DUE 2055

Amphenol Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum of [ ] ($[ ]), on November 15, 2055 (such date is hereinafter referred to as the “Stated Maturity”), and to pay interest on said principal sum, from November 10, 2025 or from the next most recent date to which interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date, an “Interest Payment Date”), commencing on May 15, 2026, at the rate of 5.300% per annum until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.

The place where: (i) principal of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27^th Floor, Hartford, Connecticut 06103), provided that, at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

	AMPHENOL CORPORATION


	By:
		Name: Craig A. Lampo
		Title: Senior Vice President and Chief Financial Officer

Attest:


Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel

[Signature Page to the Global Note]

CERTIFICATE OF AUTHENTICATION

This Global Note is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK TRUST COMPANY,
	NATIONAL ASSOCIATION, as Trustee


	By:
		Authorized Officer

Dated:

[Signature Page to the Global Note]

(REVERSE OF NOTE)

AMPHENOL CORPORATION

5.300% SENIOR NOTES DUE 2055

This Global Note designated on the face hereof as 5.300% Senior Notes due 2055 (the “Notes”) is a duly authorized issue of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of November 10, 2025 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Notes are not subject to a mandatory or optional sinking fund requirement.

The Notes shall be redeemable, at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.

Every amendment to the Indenture or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.

The registered Holder of this Note shall be treated as the owner of it for all purposes.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨

If you want to elect to have only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $ ______________________

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).