Sensata Technologies Holding plc S-3ASR, filed Oct 27, 2026
Sensata Technologies Holding plc (ST)
Sensata Technologies Holding plc registered ordinary shares, warrants and units for future sales, but stated registration does not obligate it to offer securities; offering terms, proceeds and distribution methods would be specified in supplements. AI summary
Table of Contents
As filed with the Securities and Exchange Commission on October 27, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1386780 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
529 Pleasant Street
Attleboro, Massachusetts 02703, United States
+1 (508) 236-3800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David Stott
Executive Vice President, General Counsel
Sensata Technologies, Inc.
529 Pleasant Street
Attleboro, Massachusetts 02703
(Name and address, including zip code, of agent for service)
(508) 236-3800
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
Table of Contents
Prospectus
Ordinary Shares
Warrants
Units
Sensata Technologies Holding plc
We may offer and sell from time to time ordinary shares, warrants exercisable for ordinary shares, or units, which may include or be convertible into or exercisable or exchangeable for ordinary shares or warrants exercisable for ordinary shares. Any sales of securities covered by this prospectus will be in amounts, at prices, and on terms determined at the time of offering. This prospectus describes the general manner in which these securities will be offered. We may sell the securities covered by this prospectus, on a continuous or delayed basis, directly, through agents, dealers, or underwriters as designated from time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.”
We will provide specific terms of any offering, including the price to the public of the securities and the terms of any warrants or units, in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any applicable prospectus supplement and free writing prospectus, together with any documents we incorporate by reference, before you invest.
We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers, or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. The net proceeds to us from the sale of securities will also be set forth in the applicable prospectus supplement. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Our registration of the ordinary shares, warrants and units covered by this prospectus does not mean that we will offer or sell any such securities.
Our ordinary shares are listed on the New York Stock Exchange under the symbol “ST.” The last reported sale price of our ordinary shares on the New York Stock Exchange on October 26, 2026 was $40.69 per share. Unless stated otherwise in a prospectus supplement, none of the other securities offered hereby will be listed on any securities exchange.
Investing in the securities covered by this prospectus involves risks. Before investing in our securities, you should read and consider the risk factors referred to on page 4 of this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 27, 2026.
Table of Contents
| Page | ||||
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 8 | ||||
| 10 | ||||
| 11 | ||||
| 12 | ||||
| 13 | ||||
Table of Contents
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell the securities described in this prospectus, or any combination of the securities described in this prospectus, in one or more offerings. Each time securities are offered under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered.
This prospectus does not contain all of the information included in the registration statement. The prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus and the applicable prospectus supplement together with all exhibits and additional information under the heading “Where You Can Find More Information.” To the extent there are inconsistencies between any prospectus supplement, this prospectus, and any documents incorporated by reference, the document with the most recent date will control.
You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in, or incorporated by reference into, this prospectus or any prospectus supplement. We are not making offers to sell securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
The information contained in this prospectus, in any prospectus supplement, or in any document incorporated by reference herein or therein is accurate only as of the date of the relevant document. You should not assume that the information contained in, or incorporated by reference into, this prospectus or any prospectus supplement is accurate as of any other date.
Unless the context specifically indicates otherwise, references in this prospectus to “we,” “us,” “our,” the “Company,” and “Sensata” refer collectively to Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries.
1
Table of Contents
We are a global industrial technology company that strives to help our customers and partners safely deliver a cleaner, more efficient, electrified, and connected world. For more than 100 years, we have been developing and innovating a wide range of customized solutions that address increasingly complex engineering and operating performance requirements for our customers’ mission-critical applications. We operate our business in three reportable segments, Automotive, Industrials, and Aerospace, Defense, and Commercial Equipment.
We develop, manufacture, and sell sensors and sensor-rich solutions, electrical protection components and systems, and other products. Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products and solutions can act upon. Our electrical protection portfolio (which includes both components and systems) is composed of various switches, fuses, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety. Other products and services we provide include power conversion systems, which include inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.
Our customers in our Automotive reportable segment include leading global automotive original equipment manufacturers (“OEMs”) and the companies that supply parts directly to these OEMs, known as Tier 1 suppliers, as well as various aftermarket distributors. Within our Industrials reportable segment, our customers include a wide range of industrial and commercial manufacturers and suppliers across multiple end markets, primarily OEMs in the climate control, appliance, medical, energy and charging infrastructure, and data/telecom industries, as well as systems integrators and motor and compressor distributors. Customers of our Aerospace, Defense, and Commercial Equipment reportable segment include manufacturers, suppliers, and distributors in the aerospace and defense industries and OEMs and their Tier 1 suppliers of agricultural, construction, and on-road truck equipment.
2
Table of Contents
Table of Contents
Our business is subject to significant risks. You should carefully consider the risks and uncertainties described in this prospectus, any prospectus supplement, and any documents incorporated by reference in this prospectus, including the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, June 30, 2026, and September 30, 2026, each of which is incorporated by reference in this prospectus, and which may be amended, supplemented, or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties described in this prospectus and the documents incorporated by reference in this prospectus are not the only risks that we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. If any of the risks and uncertainties described in this prospectus, any prospectus supplement, or in any of the documents incorporated by reference in this prospectus actually occurs, our business, financial condition and results of operations could be adversely affected in a material way. This could cause the trading price of our ordinary shares or other securities to decline, perhaps significantly, and you may lose part or all of your investment.
4
Table of Contents
This prospectus (including any prospectus supplement and the information incorporated by reference in this prospectus) and any free writing prospectus that we may provide to you in connection with an offering of our securities contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements also relate to our future prospects, developments, and business strategies. These forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “continue,” “intend,” “plan,” “potential,” “opportunity,” “guidance,” and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, trends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and our strategic initiatives, including those relating to acquisitions, dispositions, and the impact of such transactions on our strategic plans, operational plans, and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, variability in metals pricing, cybersecurity, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crises, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, and changes in existing environmental or safety laws, regulations, and programs.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those contained in the section entitled “Item 1A. Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, and as may be updated from time to time in the section entitled “Item 1A. Risk Factors” of Part II of our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
5
Table of Contents
Table of Contents
Table of Contents
We may offer and sell the securities offered in this prospectus in and outside the United States through underwriters or dealers, directly to purchasers, including our affiliates, through agents, in privately negotiated transactions, or through a combination of any of these methods. We may distribute the securities in one or more transactions, including block transactions, on any stock exchange or other market where the securities may be traded, at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, negotiated prices or prices determined by competitive bids.
We may engage in at-the-market offerings of our equity securities into an existing trading market in accordance with Rule 415(a)(4). Such offering may be made into an existing trading market for such equity securities in transactions at other than a fixed price on or through the facilities of the New York Stock Exchange or any other securities exchange or quotation or trading service on which such equity securities may be listed, quoted or traded at the time of sale. Any at-the-market offering will be through one or more underwriters or agents acting as principal or agent for us.
Each prospectus supplement will describe the applicable method of distribution of the securities offered thereby and set forth the terms and conditions of the offering of such securities.
Sale through Underwriters or Dealers
If underwriters are used in the sale of any of securities offered hereby, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in any prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may purchase and sell the securities covered by this prospectus in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain, or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.
If dealers are used in the sale of securities covered by this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities covered by this prospectus directly, and not through underwriters or agents. Securities covered by this prospectus may also be sold through agents designated from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
8
Table of Contents
We may sell the securities covered by this prospectus directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents, underwriters, or dealers to solicit offers from certain types of institutions to purchase securities covered by this prospectus from us, if applicable, at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.
General Information
We may have agreements with the agents, dealers, and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers, or underwriters may be required to make. Agents, dealers, and underwriters may be customers of, engage in transactions with, or perform services for, us in the ordinary course of their businesses.
9
Table of Contents
Unless otherwise indicated in the applicable prospectus supplement, Travers Smith LLP, London, England, will pass upon certain English legal matters with respect to the ordinary shares offered hereby. Unless otherwise indicated in the applicable prospectus supplement, Foley Hoag LLP, Boston, Massachusetts, will pass upon the validity of the warrants and units offered hereby.
10
Table of Contents
The financial statements of Sensata Technologies Holding plc incorporated by reference in this prospectus and the effectiveness of Sensata Technologies Holding plc’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
11
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. The following documents, which have been filed with the SEC by us, are incorporated by reference in this prospectus (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K):
| • | our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026; |
| • | our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2026 (solely those portions that were incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2025); |
| • | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, filed with the SEC on April 28, 2026, June 30, 2026, filed with the SEC on July 29, 2026, and September 30, 2026, filed with the SEC on October 27, 2026; |
| • | our Current Reports on Form 8-K filed on January 26, 2026, May 15, 2026, June 1, 2026, and June 11, 2026; and |
| • | the description of our ordinary shares contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, including any amendment or report filed for the purpose of updating such description. |
We also incorporate by reference the information contained in all other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein) after the date of this prospectus and prior to the termination of this offering. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
12
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We are currently subject to the information requirements of the Exchange Act and file reports, proxy statements, and other information with the SEC. The SEC maintains a website that contains reports, proxy statements, and other information regarding us. The address of the SEC website is www.sec.gov. We also make these filings available, free of charge, on our company website at investors.sensata.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.
This prospectus and any applicable prospectus supplement are part of a registration statement that we filed with the SEC with respect to the securities offered hereby and do not contain all the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
We undertake to provide without charge to any person, including any beneficial owner, to whom a copy of this prospectus or any prospectus supplement is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus or the applicable prospectus supplement, other than exhibits to such other documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be directed to:
Sensata Technologies Holding plc
c/o Sensata Technologies, Inc.
529 Pleasant Street
Attleboro, Massachusetts 02703
Attention: Investor Relations
Telephone: (508) 236-3800
13
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses, to be paid solely by Sensata Technologies Holding plc (“we,” “us,” “our,” or the “Company”), of the issuance and distribution of the securities being registered hereby:
| Amount | ||||
| SEC registration fee |
$ | * | ||
| FINRA filing fee |
* | |||
| Accountants’ fees and expenses |
* | |||
| Legal fees and expenses |
* | |||
| Transfer agent fees and expenses |
* | |||
| Printing expenses |
* | |||
| Blue sky fees and expenses |
* | |||
| Miscellaneous |
* | |||
|
|
|
|||
| Total Expenses |
$ | * | ||
|
|
|
|||
| * | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Company anticipates it will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered hereby will be included in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Our articles of association (our “Articles”) enable us to indemnify our directors and officers and to advance expenses to defend claims against our directors and officers to the full extent of English law. Subject to exceptions described below, English law does not permit a company to exempt a director or certain officers from, or indemnify them against, liability in connection with any negligence, default, breach of duty, or breach of trust by them in relation to the company. Indemnification is permitted for liabilities incurred in proceedings in which judgment is entered in favor of the director or officer and the director or officer is acquitted, or the director or officer is held liable, but the court finds that they acted honestly or reasonably and the relief should be granted.
The exceptions under the English Companies Act 2006 allow a company to (and the Articles provide that we may):
| • | purchase and maintain director and officer insurance (“D&O Insurance”) against any liability arising in connection with any negligence, default, breach of duty, or breach of trust owed to us. D&O Insurance generally covers costs incurred in defending allegations and compensatory damages that are awarded. D&O Insurance will not cover damages awarded in relation to criminal acts, intentional malfeasance or other forms of dishonesty, regulatory offenses, or excluded matters such as environmental liabilities. In relation to these matters, D&O Insurance generally only covers defense costs, subject to the obligation of the director or officer to repay the costs if an allegation of criminality, dishonesty, or intentional malfeasance is subsequently admitted or found to be true; |
| • | provide a qualifying third-party indemnity provision, or “QTPIP.” This permits a company to indemnify its directors and certain officers (and directors and certain officers of an associated company) in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment, except for: the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by the company itself, fines imposed in criminal proceedings, and |
II-1
Table of Contents
| penalties imposed by regulatory bodies). We can therefore indemnify directors and certain officers against such third-party actions as class actions or actions following mergers and acquisitions or share issues; and |
| • | make a loan to a director or certain officers in respect of defense costs in relation to civil and criminal proceedings against them (even if the action is brought by the company itself). This is subject to the requirement for the director or officer to reimburse the company if the defense is unsuccessful. However, if the company has a QTPIP in place whereby the director or officer is indemnified in respect of legal costs in civil proceedings brought by third parties, then the director or officer will not be required to reimburse the company as the cost of the loan can be paid under the QTPIP. |
We maintain directors’ and officers’ liability insurance for the members of the board of directors and certain of our officers.
Item 16. Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2018) | |
| 4.1* | Form of Warrant Agreement | |
| 4.2* | Form of Unit Agreement | |
| 5.1† | Opinion of Travers Smith LLP | |
| 5.2† | Opinion of Foley Hoag LLP | |
| 23.1† | Consent of Deloitte & Touche LLP | |
| 23.2† | Consent of Travers Smith LLP (included in Exhibit 5.1) | |
| 23.3† | Consent of Foley Hoag LLP (included in Exhibit 5.2) | |
| 24.1† | Powers of Attorney (included on the signature page to this registration statement) | |
| 107† | Filing Fee Table | |
| * | To be filed by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference. |
| † | Filed herewith. |
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
| 1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered |
II-2
Table of Contents
| (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
| 2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| 4. | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| 5. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
II-3
Table of Contents
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-4
Table of Contents
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Attleboro, Commonwealth of Massachusetts on October 27, 2026.
| SENSATA TECHNOLOGIES HOLDING PLC | ||
| By: | /s/ STEPHAN von SCHUCKMANN | |
| Name: Stephan von Schuckmann | ||
| Title: Chief Executive Officer | ||
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Stephan von Schuckmann, Andrew Lynch, and David Stott as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Table of Contents
| Signature |
Title |
Date | ||
| /s/ STEPHAN von SCHUCKMANN Stephan von Schuckmann |
Chief Executive Officer and Director (Principal Executive Officer) |
October 27, 2026 | ||
| /s/ ANDREW LYNCH Andrew Lynch |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | October 27, 2026 | ||
| /s/ RICHARD SIEDEL Richard Siedel |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | October 27, 2026 | ||
| /s/ ANDREW TEICH Andrew Teich |
Chairman of the Board of Directors | October 27, 2026 | ||
| /s/ JOHN ABSMEIER John Absmeier |
Director | October 27, 2026 | ||
| /s/ DANIEL BLACK Daniel Black |
Director | October 27, 2026 | ||
| /s/ LORRAINE BOLSINGER Lorraine Bolsinger |
Director | October 27, 2026 | ||
| /s/ PHILLIP EYLER Phillip Eyler |
Director | October 27, 2026 | ||
| /s/ LAURIE SCHUPMANN Laurie Schupmann |
Director | October 27, 2026 | ||
| /s/ CONSTANCE SKIDMORE Constance Skidmore |
Director | October 27, 2026 | ||
| /s/ MARTHA SULLIVAN Martha Sullivan |
Director | October 27, 2026 | ||
| /s/ JUGAL VIJAYVARGIYA Jugal Vijayvargiya |
Director | October 27, 2026 | ||
| /s/ STEPHEN ZIDE Stephen Zide |
Director | October 27, 2026 | ||
| /s/ STEPHAN von SCHUCKMANN Stephan von Schuckmann |
Authorized Representative in the United States | October 27, 2026 | ||
Exhibit 5.1
Travers Smith LLP 3 Stonecutter Street, London, EC4A 4AW
T: +44 (0)20 7295 3000 | www.traverssmith.com
| Sensata Technologies Holding plc
Interface House
Interface Business Park
Bincknoll Lane
Royal Wootton Bassett
Swindon
Wiltshire
SN4 8SY |
Your ref:
Our ref:
Doc ID:
Tel:
Email: |
EXG/COM
47261632
+44 (0)20 7295 3000
elissavet.grout |
27 October 2026
Dear Directors
Sensata Technologies Holding plc: Registration under the Securities Act
Introduction
| 1. | We are acting on the instructions of Sensata Technologies Holding plc (the “Company”) in connection with the registration under the US Securities Act of 1933 (the “Securities Act”) of an automatic shelf registration on Form S-3 (the “Form S-3”), in connection with the registration for issuance, offering, sale and delivery from time to time of Ordinary Shares of the Company with a nominal value of EUR0. 01 per share (the “Shares”) in accordance with the articles of association of the Company and English law as then in force and warrants and units convertible into or exercisable or exchangeable for, Shares. We understand that the Company intends to file, on or around the date hereof, a Form S-3 registration statement with the U.S. Securities and Exchange Commission in respect of the automatic shelf registration (the “Registration Statement”). |
| 2. | For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the “Documents”) which we understand to be the only documents in existence which are relevant to the issuance of this Opinion. |
English law
| 3. | The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at today’s date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law. |
Travers Smith LLP is a limited liability partnership registered in England and Wales under number OC 336962 and is authorised and regulated by the Solicitors Regulation Authority (SRA number 489478). A list of the members of Travers Smith LLP is open to inspection at our registered office and principal place of business: 3 Stonecutter Street London EC4A 4AW
Opinion
| 4. | On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that: |
| 4.1 | the Company is a public company limited by shares and has been duly incorporated under English law; and |
| 4.2 | subject to (i) the Registration Statement becoming effective and continuing to be effective under the Securities Act of 1933, as amended, (ii) such Shares being issued in accordance with the terms of the articles of association and applicable law as in force at that date; (iii) full payment of the agreed upon cash consideration for any Shares being received by the Company; and (iv) valid entries having been made in the books and registers of the Company whether physically or electronically, the Shares will be duly and validly authorised and issued, fully paid and non-assessable, and no further amounts will be payable to the Company in respect of the issue of the Shares. |
Assumptions
| 5. | The opinions set out in paragraph 4 are based upon the following assumptions: |
| 5.1 | that all copy Documents supplied to us are true, complete, up-to-date, authentic and accurate in all respect and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine; |
| 5.2 | that on each date of the allotment and issue of the Shares (each an “Allotment Date”) the Company will allot and issue Shares in accordance with the articles of association of the Company (as in force at the relevant Allotment Date), the Companies Act 2006, applicable law and any relevant authority given by the members of the Company in a general meeting to allot such Shares and the consideration for the allotment and issue of Shares will not be less than the par value of such Shares; |
| 5.3 | the Shares will have been, on allotment and issue, fully paid up in accordance with (i) the articles of association of the Company in force at the relevant Allotment Date; and (ii) applicable law in force at the relevant Allotment Date; |
| 5.4 | that the Shareholder Resolutions (as defined below) accurately record certain true and correct resolutions duly passed at a properly convened, constituted and conducted meeting of shareholders in accordance with the articles of association of the Company as in force at such time, and have not been and will not be amended, altered, repealed or rescinded, revoked or varied prior to the Allotment Dates and each and every part thereof is in full force and effect as at the date hereof; |
| 5.5 | the Board Resolutions (as defined below) accurately record certain true and correct board resolutions duly passed with the unanimous consent of the Board in accordance with the articles of association of the Company as in force at such time, and have not been and will not be amended, altered, repealed or rescinded, revoked or varied prior to the Allotment Dates and each and every part thereof is in full force and effect as at the date hereof; |
Page 2
| 5.6 | as at each Allotment Date, the authority granted pursuant to the Shareholder Resolutions will be sufficient and will remain unutilised to the extent necessary to permit the allotment and issue of the Shares on such Allotment Date and, to the extent that it is not sufficient (or has expired), prior to the Allotment Date, all resolutions of the shareholders of the Company required to authorise the allotment of Shares will be duly passed and at properly convened meetings of the shareholders of the Company, and no such authorisations, at the time of allotting the Shares, will have been amended or rescinded and will remain in full force and effect; |
| 5.7 | the directors at each Allotment Date will be duly authorised pursuant to the articles of association of the Company as in force at such Allotment Date, the Companies Act 2006, applicable law and any relevant authority given by the members of the Company in a general meeting to allot the Shares to be allotted and issued on such Allotment Date including on a non-pre-emptive basis, to the extent necessary; |
| 5.8 | a meeting of the Board, or a duly authorised and constituted committee of the Board, will be duly convened and held or unanimous written resolutions of the Board or any such committee will be passed in accordance with the articles of association of the Company as in force at such time prior to each Allotment Date, at which it will be resolved to allot and issue the Shares to be allotted and issued on such Allotment Date; |
| 5.9 | the directors on each Allotment Date will have exercised their powers in accordance with their statutory duties under the Companies Act 2006 and English common law and, in deciding whether to enter into the issue and allotment of the Shares, the directors of the Company were and will be acting bona fide in the best interests of the Company for the purpose of fulfilling their commercial objectives and have exercised and will exercise their powers in accordance with their duties imposed by applicable law and there is and will be appropriate commercial benefit to the Company in issuing and allotting the Shares; |
| 5.10 | no director of the Company has or will have any interest in the issue and allotment of the Shares except to the extent permitted by the articles of association of the Company and by law; |
| 5.11 | as of the date of this Opinion and at each Allotment Date, the Company has not passed a voluntary winding-up resolution, no petition has been presented or order made by a court for the winding-up or dissolution of the Company, no application has been presented or order made by a court for the administration of the Company, no documents have been filed with the court for the appointment of an administrator in respect of the Company nor has any notice of intention to appoint an administrator been given in respect of the Company and no receiver, trustee, administrator, administrative receiver, liquidator or similar office-holder has been appointed in any jurisdiction in relation to the Company or any of its assets or revenues other than as disclosed by the Bankruptcy Search and is not, and will not be as a result of the issue and allotment of the Shares, unable to pay its debts as they fall due (as defined in section 123 of the Insolvency Act 1986); |
Page 3
| 5.12 | that any representation, warranty or statement of fact or law, other than as to the laws of England made in any of the Documents is true, accurate and complete; |
| 5.13 | that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales and at the Central Index of Winding Up Petitions on 22 October 2026 at 18:05; |
| 5.14 | that each director of the Company has disclosed any relevant interests in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company; |
| 5.15 | that each director of the Company (and each member of any relevant committee) discharged their fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly; |
| 5.16 | that the registration of Shares pursuant to the Form S-3 will be made in accordance with the relevant Documents; |
| 5.17 | that the Officer’s Certificate in which each of the statements contained in a certificate of an Officer of the Company (the “Certificate”) is true and correct as at the date of this opinion; |
| 5.18 | that there have been no amendments to the articles of association of the Company referred to in the Appendix; and |
| 5.19 | that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents. |
| 6. | We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law). |
| 7. | This letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances. |
| 8. | By giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect. |
| 9. | To the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in any opinion given in relation to such laws. |
Page 4
| 10. | We have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable. |
QUALIFICATIONS
Our opinion is subject to the following qualifications:
| 11. | Company Search: the Company Search is not capable of revealing conclusively whether or not: |
| 11.1 | a winding-up order has been made or a resolution passed for the winding up of a company; or |
| 11.2 | an administration order has been made; or |
| 11.3 | a receiver, administrative receiver, administrator or liquidator has been appointed; or |
| 11.4 | a court order has been made under the Cross Border Insolvency Regulations 2006, |
| 11.5 | since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately. |
In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;
| 12. | Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because: |
| 12.1 | details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately; |
| 12.2 | in the case of an application for the making of an administration order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions; |
Page 5
| 12.3 | a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry immediately; |
| 12.4 | details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and |
| 12.5 | with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994. |
| 12.6 | Non-Assessable Shares: the term ‘non-assessable’ has no recognised meaning in English law but for the purposes herein the term means that, under the Companies Act 2006 (as amended), the articles of association of the Company and any resolution passed in accordance with the articles of association approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional payments or calls on the relevant Shares to or by the Company or its creditors. |
| 12.7 | Authority to Allot and Disapplication of Pre-emption Rights: The authority to allot and the disapplication of pre-emption rights approved as Resolution 11 and 12 in the Shareholder Resolutions is due to expire at the next annual general meeting of the shareholders (or, if earlier, at the close of business on 31 August 2027). Any issue of Shares in excess of the disapplication of pre-emption rights set out in the Shareholder Resolutions may need to be offered to existing shareholders on a pre-emptive basis. |
Benefit of opinion
| 13. | This opinion is addressed to the Company solely for its own benefit. This opinion letter may not be delivered to or relied upon by any person other than the Company without our express written consent. |
Consent to filing
| 14. | We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “Commission”) as an exhibit to the Form S-3 relating to the automatic shelf registration of the Company. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. |
Page 6
Governing Law
| 15. | This opinion letter and any non-contractual obligations arising out of or in relation to it are governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this opinion letter (including non-contractual disputes or claims). |
| Yours faithfully |
| /s/ Jon Reddington |
| Travers Smith LLP |
Page 7
APPENDIX
Documents Reviewed
The Documents referred to in Paragraph 2 of this letter are copies of the following which have been provided to us by the Company with the exception of the documents/searches referred to in (5) below which have been obtained from the United Kingdom’s Companies House and the Central Index of Winding up Petitions as the case may be.
| 1. | The Draft Form S-3; |
| 2. | The articles of association of the Company adopted on October 5, 2017; |
| 3. | Extracts of the shareholder resolutions numbered 11 to 14 passed at the annual general meeting of the Company held on 9 June 2026 (the “Shareholder Resolutions”), as provided by the Company; |
| 4. | A copy of the resolutions of the board of directors of the Company to prepare, execute and file the Registration Statement (the “Board Resolutions”); |
| 5. | The searches referred to in paragraph 4(e) of this Legal Opinion; and |
| 6. | The Certificate. |
Page 8
Exhibit 5.2
|
155 Seaport Boulevard Boston, MA 02210-1000, UNITED STATES OF AMERICA
617.832.1000 main 617.832.7000 fax | |
| October 27, 2026 |
||
Sensata Technologies Holding plc
529 Pleasant Street
Attleboro, Massachusetts 02703
Re: Shelf Registration Statement on Form S-3
To the Addressee:
We have acted as special counsel to Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on the date hereof.
You have provided us with a draft of the Registration Statement in the form in which it will be filed with the Commission. The Registration Statement includes a base prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). The Prospectus provides for the offering of an unspecified amount of the following securities: (i) ordinary shares of the Company with a nominal value of EUR 0.01 per share (“Ordinary Shares”), (ii) warrants to purchase Ordinary Shares (“Warrants”), and (iii) units which may include or be convertible into or exercisable or exchangeable for Ordinary Shares or Warrants (“Units”). The Ordinary Shares, Warrants, and Units are collectively referred to as the “Securities.” The Securities may be offered and sold from time to time pursuant to Rule 415 promulgated under the Act, in amounts, at prices and on terms to be determined at the time of the offering thereof.
The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent or directly issued by the Company to the purchasers of such Warrants. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a third party to be identified therein as unit agent or directly issued by the Company to the purchasers of such Units.
| ATTORNEYS AT LAW | BOSTON | DENVER | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM |
Sensata Technologies Holding plc
October 27, 2026
Page 2
We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. We have not independently verified such factual matters.
In expressing our opinions below, we have assumed, with your consent, that:
(a) the Registration Statement (including any and all required post-effective amendments thereto) will have become effective under the Act and will comply with all applicable laws;
(b) the Registration Statement (including any and all required post-effective amendments thereto) will be effective under the Act and will comply with all applicable laws at the time the Securities are offered or sold as contemplated by the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s);
(c) no stop order suspending the effectiveness of the Registration Statement (including any and all required post-effective amendments thereto) will have been issued and remain in effect;
(d) a Prospectus Supplement describing the Securities offered thereby and the offering thereof and complying with all applicable laws will have been prepared and filed with the Commission;
(e) the Securities will be offered and sold in the form and with the terms set forth in the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s) and the organizational documents of the Company, as applicable;
(f) the Securities will be offered and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s);
(g) the Securities offered and sold do not and will not violate any applicable law or the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company;
(h) the Company will have obtained any and all legally required consents, approvals, authorizations, and other orders of the Commission and any and all other regulatory authorities and other third parties necessary to offer and sell the Securities being offered;
Sensata Technologies Holding plc
October 27, 2026
Page 3
(i) the Securities offered and sold will comply with all requirements and restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory body having jurisdiction over the Company;
(j) a definitive purchase, underwriting or similar agreement (each a “Purchase Agreement”) with respect to any Securities offered and sold will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and
(k) any Securities or other securities issuable upon conversion, exchange or exercise of any Security being offered and sold will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise.
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with or effect of: (a) any bankruptcy, insolvency, reorganization, preference, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally (including, without limitation, Sections 547 and 548 of the United States Bankruptcy Code); (b) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (c) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification or contribution to a party with respect to a liability where such indemnification or contribution is contrary to applicable law or public policy; (d) public policy considerations that may limit the rights of parties to obtain certain remedies, (e) any provision for economic remedies to the extent such provisions are deemed to constitute a penalty rather than a reasonable measure of liquidated damages, (f) consents to, choices or restrictions upon, governing law, jurisdiction, forum, venue (including waivers of forum non conveniens), arbitration, remedies or judicial relief, (g) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (h) any set-off rights or any matter relating to any lien or security interest, (i) advance waivers of claims, defenses or rights granted by law, or of notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (j) waivers of broadly or vaguely stated rights, (k) provisions for exclusivity, election or cumulation of rights or remedies, (l) provisions authorizing or validating conclusive or discretionary determinations, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, (o) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (p) the severability of provisions to the foregoing effect, if invalid, (q) provisions that require that waivers or amendments be made only in writing or (r) compliance with any usury laws.
We express no opinion as to (a) the securities or “Blue Sky” laws of any state to the offer or sale of the Securities (b) the antifraud provisions of the securities or other laws of any jurisdiction.
Sensata Technologies Holding plc
October 27, 2026
Page 4
We have assumed, with your consent, that: (a) the Warrants and any related Warrant Agreement, and the Units and any related Unit Agreement (collectively, the “Documents”) will be governed by the internal laws of the State of New York; (b) each of the Documents will be duly authorized, executed and delivered by the parties thereto; (c) each of the Documents will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms; and (d) the status of each of the Documents as legally valid and binding obligations of the parties thereto will not be affected by any (i) breaches of, or defaults under, any agreements or instruments, (ii) violations of any statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, any governmental authorities or other third parties.
We are opining herein only as to the federal laws of the United States and the internal laws of the State of New York, in each case as in effect on the date of this opinion, and we express no opinion with respect to the laws of any other jurisdiction or any political subdivision of such state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. When (a) a Warrant Agreement has been duly authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors (or equivalent governing body) of the Company of a resolution in form and content as required by applicable law duly authorizing the execution and delivery of such Warrant Agreement) and duly executed and delivered by the Company, (b) the specific terms of a particular issuance of Warrants (including any Ordinary Shares underlying such Warrants) have been duly established in accordance with such Warrant Agreement and all applicable law and authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors (or equivalent governing body) of the Company of a resolution in form and content as required by applicable law duly authorizing the issuance and delivery of the Warrants), and (c) the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement, the applicable Purchase Agreement and all applicable law, such Warrants will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
2. When (a) a Unit Agreement has been duly authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors (or equivalent governing body) of the Company of a resolution duly authorizing the execution and delivery of such Unit Agreement) and duly executed and delivered by the Company, (b) the specific terms of a particular issuance of the related Units (including any Securities underlying such Units) have been duly established in accordance with such Unit Agreement and all applicable law and authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors (or equivalent governing body) of the Company of a resolution in form and content as required by
Sensata Technologies Holding plc
October 27, 2026
Page 5
applicable law duly authorizing the issuance and delivery of the Units), and such (c) Units have been duly executed, issued and delivered against payment therefor in accordance with such Unit Agreement, the applicable Purchase Agreement and all applicable law, such Units will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
This opinion is to be relied upon only in connection with the offer and sale of the Securities while the Registration Statement and any and all required post-effective amendments thereto are effective.
This opinion is based upon currently existing statutes, rules and regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein.
This opinion letter shall be interpreted in accordance with the Core Opinion Principles jointly issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation as published in 74 Business Lawyer 815 (2019).
This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon, or referred to for any other purpose nor may this opinion be used, quoted, relied upon, or referred to by any other person, for any purpose, without our prior written consent.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | ||
| FOLEY HOAG LLP | ||
| By: | /s/ Daniel S. Clevenger | |
| A Partner | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 27, 2026 relating to the financial statements of Sensata Technologies Holding plc and the effectiveness of the Sensata Technologies Holdings plc’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sensata Technologies Holding plc for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ Deloitte & Touche LLP |
| Boston, Massachusetts |
| October 27, 2026 |