Parker-Hannifin Corporation

Item 8.01. Other Items. U.S. Dollar-Denominated Note Offering On September 8, 2026, Parker-Hannifin Corporation (“Parker” or the “Company”) entered into an underwriting agreement (the “U.S. Notes Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto (the “U.S. Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the U.S. Notes Underwriters the U.S. Notes (as defined below). For a complete description of the terms and conditions of the U.S. Notes Underwriting Agreement, please refer to the U.S. Notes Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference. On September 8, 2026, the Company priced an offering (the “U.S. Notes Offering”) of $2.4 billion in aggregate principal amount of senior notes, consisting of $525 million aggregate principal amount of senior notes due 2028 (the “2028 U.S. Notes”), $500 million aggregate principal amount of senior notes due 2029 (the “2029 U.S. Notes”), $750 million aggregate principal amount of senior notes due 2031 (the “2031 U.S. Notes”) and $625 million aggregate principal amount of senior notes due 2033 (the “2033 U.S. Notes” and, together with the 2028 U.S. Notes, the 2029 U.S. Notes and the 2031 U.S. Notes, the “U.S. Notes”). The 2028 U.S. Notes will bear interest at a rate of 4.750% per annum, the 2029 U.S. Notes will bear interest at a rate of 4.875% per annum, the 2031 U.S. Notes will bear interest at a rate of 5.125% per annum and the 2033 U.S. Notes will bear interest at a rate of 5.300% per annum. Each series of the U.S. Notes will be issued pursuant to an indenture, dated as of September 5, 2023 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by an Officer’s Certificate related to each series of the U.S. Notes, to be dated the issue date of the U.S. Notes. Interest on the 2028 U.S. Notes and the 2029 U.S. Notes will be paid semi-annually in arrears on March 14 and September 14 of each year, commencing March 14, 2027. Interest on the 2031 U.S. Notes will be paid semi-annually in arrears on March 19 and September 19 of each year, commencing March 19, 2027. Interest on the 2033 U.S. Notes will be paid semi-annually in arrears on March 16 and September 16 of each year, commencing March 16, 2027. The U.S. Notes Offering is expected to close on or about September 14, 2026, subject to customary closing conditions. Euro-Denominated Note Offering On September 9, 2026, the Company entered into an underwriting agreement (the “Euro Notes Underwriting Agreement”) with Barclays Bank PLC, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc, as representatives of the several underwriters listed in Schedule I thereto (the “Euro Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the Euro Notes Underwriters the Euro Notes (as defined below). For a complete description of the terms and conditions of the Euro Notes Underwriting Agreement, please refer to the Euro Notes Underwriting Agreement, which is filed as Exhibit 1.2 hereto, and is incorporated herein by reference. On September 9, 2026, the Company priced an offering (the “Euro Notes Offering”) of €2.025 billion in aggregate principal amount of senior notes, consisting of €700 million aggregate principal amount of senior notes due 2030 (the “2030 Euro Notes”), €800 million aggregate principal amount of senior notes due 2032 (the “2032 Euro Notes”) and €525 million aggregate principal amount of senior notes due 2036 (the “2036 Euro Notes” and, together with the 2030 Euro Notes and the 2032 Euro Notes, the “Euro Notes”). The 2030 Euro Notes will bear interest at a rate of 3.800% per annum, the 2032 Euro Notes will bear interest at a rate of 4.040% per annum and the 2036 Euro Notes will bear interest at a rate of 4.375% per annum. Each series of the Euro Notes will be issued pursuant to the Indenture, as supplemented by an Officer’s Certificate related to each series of the Euro Notes, to be dated the issue date of the Euro Notes. Interest on the 2030 Euro Notes will be paid annually in arrears on March 1 of each year, commencing March 1, 2027. Interest on the 2032 Euro Notes will be paid annually in arrears on March 3 of each year, commencing March 3, 2027. Interest on the 2036 Euro Notes will be paid annually in arrears on March 5 of each year, commencing March 5, 2027. The Euro Offering is expected to close on or about September 14, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the U.S. Notes Offering and the Euro Notes Offering, together with cash on hand, to repay the borrowings under the 364-Day Term Loan Agreement, dated December 10, 2025, among the Company, Barclays Bank PLC and various financial institutions named therein as lenders, incurred in connection with the acquisition of Filtration Group Corporation. The offerings of the U.S. Notes and Euro Notes have been registered under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement on Form S-3 (Registration No. 333-298527), which initially became effective on August 24, 2026. On September 8, 2026 and September 9, 2026, Parker filed with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b) under the Act, preliminary Prospectus Supplements pertaining to the U.S. Notes Offering and the Euro Notes Offering, respectively. On September 10, 2026, Parker filed with the Commission, pursuant to Rule 424(b) under the Act, final Prospectus Supplements pertaining to the U.S. Notes Offering and the Euro Notes Offering, dated September 8, 2026 and September 9, 2026, respectively. In connection with the offering of the U.S. Notes and the Euro Notes, this Current Report on Form 8-K and exhibits thereto are incorporated by reference into the Registration Statement.