Form 8-K

8-K — nVent Electric plc

Accession: 0001104659-26-107974

Filed: 2026-09-15

Period: 2026-09-15

CIK: 0001720635

SIC: 3550 (SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13

OR 15(d) OF

THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): September 15, 2026

nVent

Electric plc

(Exact name of Registrant as specified in its

charter)

Ireland

001-38265

98-1391970

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

The

Mille, 1000 Great West Road,

8th Floor (East), London,

TW8 9DW, United

Kingdom

(Address of principal

executive offices)

Registrant's telephone

number, including area code: 44-20-3966-0279

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Ordinary

Shares, nominal value $0.01 per share

NVT

New

York Stock Exchange

Indicate by check

mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 Other Events

nVent Electric plc (the “Company”)

is disclosing under Item 8.01 of this Current Report on Form 8-K (this “Report”) the information contained in Exhibit 99.1,

which information is incorporated by reference herein.

Neither this Report nor the information filed

as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy securities, nor shall it constitute an offer,

solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

This Report contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of

historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words

“targets,” “plans,” “believes,” “expects,” “intends,” “will,”

“likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,”

“should,” “would,” “could,” “positioned,” “strategy,” “future,”

“are confident” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All

statements made about the acquisition of Maverick Power, LLC (“Maverick Power”), including the anticipated time for completing

the acquisition and the anticipated benefits of the acquisition, are forward-looking statements. These forward-looking statements are

not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond

our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Among these factors are our ability to close and fund the Maverick Power acquisition on the expected terms and schedule, including obtaining

regulatory approvals and satisfying other closing conditions; our ability to integrate the Maverick Power acquisition successfully; our

ability to retain customers and employees of the acquired business; adverse effects on our business operations or financial results, including

the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans;

the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we

serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate

savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability

to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including

labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including

risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new

product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the

outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information

concerning these and other factors is contained in our filings with the SEC, including our Annual Report on Form 10-K for the year

ended December 31, 2025 and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of

this Report. We assume no obligation, and disclaim any obligation, to update the information contained in this Report, whether as a result

of new information, future events or otherwise.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. The exhibits listed in the Exhibit Index below

are filed as part of this report.

Exhibit Index

Exhibit

Description

99.1

Excerpts from Preliminary Prospectus Supplement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,

on September 15, 2026.

nVent Electric plc

Registrant

/s/ Gary L. Corona

Gary L. Corona

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625115d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

Unless we have indicated otherwise or the context

otherwise requires, references in this Exhibit 99.1 to “nVent” are only to nVent Electric plc, an Irish public limited

company, references to “we,” “us” and “our” or similar terms are to nVent and its consolidated subsidiaries,

references to “nVent Finance” are to nVent Finance S.à r.l., a Luxembourg private limited liability company (société

à responsabilité limitée), and references to “Hoffman Schroff” are to Hoffman Schroff Holdings, Inc.,

a Delaware corporation.

Recent Developments

Proposed Acquisition of Maverick Power

On August 21, 2026, we entered into a membership

interest purchase agreement (the “Purchase Agreement”), pursuant to which Hoffman Schroff will acquire Maverick Power, LLC

(“Maverick Power”), for an aggregate purchase price of $1.75 billion, subject to customary adjustments. The transaction

also includes the potential additional consideration of up to $550 million in cash based on achieving certain performance metrics in 2027

and 2028.

Maverick Power is a leading manufacturer of engineered

power distribution and infrastructure solutions for data centers. Headquartered in McKinney, Texas with approximately 900 employees, Maverick

Power had revenues of approximately $527 million in the twelve months ended June 30, 2026.

We intend to use the net proceeds of this offering,

the new term loan financing (as defined below), the specified revolving financing (as defined below), cash on hand and, if necessary,

borrowings under the bridge facility (as defined below), to finance the Maverick Power acquisition and/or to pay related fees and expenses.

See “—Financing of Proposed Acquisition” and “Use of Proceeds.” We expect the Maverick Power acquisition

to close in the fourth quarter of 2026, subject to the satisfaction of certain customary closing conditions, including regulatory approvals.

The Purchase Agreement contains certain termination

rights for each party, including the right of each party to terminate the Purchase Agreement on or after November 20, 2026 if the

closing of the Maverick Power acquisition has not occurred on or before such date, subject to the right to extend such date to February 19,

2027 in certain circumstances. The consummation of the Maverick Power acquisition is not contingent upon the consummation of this offering,

and this offering is not contingent upon the consummation of the Maverick Power acquisition. See “Description of Notes—Special

Mandatory Redemption.”

Financing of Proposed Acquisition

In connection with the Purchase Agreement, Hoffman

Schroff, nVent and nVent Finance entered into a bridge facility commitment letter (as amended on or prior to the date of this prospectus

supplement, the “bridge facility commitment letter”) pursuant to which a group of financial institutions committed to provide

a senior unsecured bridge facility of up to $1,500.0 million (the “bridge facility”) for the purpose of financing a portion

of the purchase price for the Maverick Power acquisition and/or paying related fees and expenses. Unless we are unable to complete this

offering or consummate the new term loan financing and the specified revolving financing described below, we do not expect to borrow under

the bridge facility. See “Use of Proceeds.” The commitments under the bridge facility commitment letter will be reduced on

a dollar-for-dollar basis by the net proceeds from this offering, the new term loan financing and the specified revolving financing, each

described below.

Concurrently with the pricing of this offering,

Hoffman Schroff, nVent and nVent Finance intend to enter into a new term loan credit agreement (the “new term loan facility”)

with a syndicate of financial institutions, pursuant to which such financial institutions will commit to provide Hoffman Schroff with

a senior unsecured delayed draw term loan facility in an aggregate principal amount of $600.0 million with a three-year maturity.

However, we cannot provide any assurance that we will close such new term loan facility on the terms described herein or at all, or that

definitive documentation will be executed. Hoffman Schroff intends to borrow the full $600.0 million aggregate principal amount available

under the new term loan facility to finance a portion of the purchase price for the Maverick Power acquisition and/or to pay related fees

and expenses. The new term loan facility will be guaranteed by nVent and nVent Finance.

In addition, concurrently with the pricing of

this offering, Hoffman Schroff, nVent and nVent Finance intend to enter into an amendment to their existing revolving credit facility

to permit limited conditionality draws of up to an aggregate principal amount of $250.0 million (the “specified revolving facility”).

However, we cannot provide any assurance that we will close such specified revolving facility on the terms described herein or at all,

or that definitive documentation will be executed. Hoffman Schroff intends to use the full $250.0 million aggregate principal amount available

under the specified revolving facility to finance a portion of the purchase price for the Maverick Power acquisition and/or to pay related

fees and expenses. The specified revolving facility will be guaranteed by nVent and nVent Finance.

The availability of loans under the new term loan

facility and borrowings under the specified revolving facility will be subject to the satisfaction or waiver of certain conditions that

are substantially consistent with the conditions to the funding of the bridge facility, including (i) the closing of the Maverick

Power acquisition substantially concurrently with the funding of such loans, (ii) the absence of a material adverse effect with respect

to Maverick Power since August 21, 2026, (iii) the truth and accuracy in all material respects of certain representations and

warranties, (iv) the receipt of certain certificates, and (v) the receipt of certain financial statements. Loans made under

the new term loan facility will rank equally in right of payment with the notes. We refer in this prospectus supplement to the funding

of the new term loan facility as the “new term loan financing” and the funding of the specified revolving facility as the

“specified revolving financing.”

Risks Relating to the Maverick Power Acquisition

We may not realize the anticipated benefits of the Maverick Power

acquisition and any benefit may take longer to realize than we expect.

The Maverick Power acquisition will involve the

integration of Maverick Power’s operations with our existing operations, and there are uncertainties inherent in such an integration.

We will be required to devote significant management attention and resources to integrating Maverick Power’s operations. Delays

or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition.

Even if we are able to integrate Maverick Power’s operations successfully, this integration may not result in the realization of

the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits

within a reasonable period of time or at all.

We could be subject to new risks, known and unknown, relating

to the Maverick Power acquisition.

We may experience risks, losses and damages associated with the Maverick

Power acquisition. The risks we could face include the following:

· the Maverick Power acquisition may lead to the incurrence of costs to review,

upgrade and integrate Maverick Power’s systems with our compliance and reporting systems, including our systems of internal control

over financial reporting. The process of integrating Maverick Power into our internal control over financial reporting could require significant

time and effort from our management and other personnel and could increase our compliance costs; and

· the Maverick Power acquisition involves the inherent risk of liabilities,

and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation

and regulatory matters. In addition, in the course of the due diligence review of Maverick Power, we may not have discovered, or may have

been unable to quantify, undisclosed liabilities of Maverick Power, and we may not be indemnified or have insurance for any of these liabilities.

Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following

the completion of the Maverick Power acquisition.

Any of these risks associated with the Maverick

Power acquisition could have a material adverse impact on our business, results of operations and financial condition.

Increased leverage may harm our financial condition and results

of operations.

As of June 30, 2026, we had $1,500.0 million

of total debt on a consolidated basis. We expect our indebtedness to increase materially in connection with the Maverick Power acquisition.

We intend to fund the Maverick Power acquisition with the net proceeds from this offering, the new term loan financing and the specified

revolving financing, for an aggregate amount of approximately $1,650.0 million of new indebtedness in connection with the Maverick

Power acquisition. We and our subsidiaries may incur additional indebtedness in the future and, subject to limitations on the amount of

secured indebtedness we may incur without securing the notes and other outstanding debt securities as described under “Description

of Notes”, the indenture that will govern the notes will not restrict us from incurring indebtedness in the future. This increase

and any future increases in our level of indebtedness will have several important effects on our future operations, including, without

limitation:

· we will have additional cash requirements to support the payment of interest

on our outstanding indebtedness;

· increases in our outstanding indebtedness and leverage may increase our vulnerability

to adverse changes in general economic and industry conditions, as well as to competitive pressure;

· our ability to obtain additional financing for working capital, capital expenditures,

general corporate and other purposes may be reduced;

· our flexibility in planning for, or reacting to, changes in our business

and our industry may be reduced; and

· our flexibility to make acquisitions and develop technology may be limited.

Our ability to make payments of principal and

interest on our indebtedness, including the notes, depends upon our future performance, which will be subject to general economic conditions

and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable

to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required,

among other things:

· to seek additional financing in the debt or equity markets;

· to refinance or restructure all or a portion of our indebtedness, including

the notes;

· to sell selected assets or businesses; or

· to reduce or delay planned capital or operating expenditures.

Such measures might not be sufficient to enable

us to service our debt and meet our other cash requirements, including the notes. In addition, any such financing, refinancing or sale

of assets might not be available at all or on economically favorable terms.

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