Sensata Technologies Holding plc 8-K, filed Oct 28, 2025
Sensata Technologies Holding plc (ST)
8-K
2025-10-28
For: 2025-10-28
View Original
Added on
April 04, 2026
About this 8-K
Sensata Technologies Holding plc filed this 8-K on October 28, 2025.
Items reported
- Item 2.02: Financial results
- Item 2.06: Material impairment
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 28, 2025
__________________________________________
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal executive offices, including Zip Code)
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
__________________________________________
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 exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. o
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On October 28, 2025, Sensata Technologies Holding plc (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Company will conduct a conference call on October 28, 2025 at 5:00 PM eastern time to discuss its third quarter 2025 financial results and its outlook for the fourth quarter of 2025. The dial in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Technologies Q3 2025 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of the Company’s website at http://investors.sensata.com. Additional information relating to the Company's financial results will be contained in a presentation that will be referenced during the webcast, and that is being made available on the investor relations page of the Company’s website. Additionally, a replay of the call will be available until November 4, 2025. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 4825109.
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
| Item 2.06 | Material Impairments. | ||||
On October 28, 2025, in connection with the preparation of the Company’s financial statements for the quarter ended September 30, 2025, the Company concluded that charges totaling approximately $259 million were required to be recorded in the third quarter of 2025. These charges include approximately $226 million of non-cash impairment charges related to the goodwill associated with the Company’s Dynapower reporting unit and approximately $33 million of charges primarily related to excess capacity related to electrification products and operations. The impairment charges were driven by changes in management's expectations regarding future cash flows, specifically evolving government clean energy policies and emissions regulations that have reduced the pace of expected market adoption for electrification technologies resulting in lower projected demand for the Company's electrification products. The Company anticipates that the amount of charges that will result in future cash expenditures will be immaterial.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On October 28, 2025, the Company announced that Nicolas Bardot has been named the Company’s Executive Vice President and Chief Operations Officer effective November 1, 2025 (the “Effective Date”). Mr. Bardot will be responsible for overseeing the Company's global operations footprint and driving operational excellence across the enterprise. Mr. Bardot does not have (i) any arrangements or understandings with any other person pursuant to which he was selected to serve as an officer; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.
Mr. Bardot, age 54, brings more than 20 years of operations leadership experience, including expertise in supply chain optimization, manufacturing excellence, and organizational transformation. Prior to joining the Company, Mr. Bardot served as Senior Vice President, Operations and Material Management from 2021 to October 2025 and Senior Vice President, CVCS Integrated Supply Chain from 2020 to 2021 at ZF Commercial Vehicle Solutions, a supplier of components and systems for the commercial vehicle industry. Previously, he held senior leadership roles at WABCO, a provider of electronic braking, stability, suspension and transmission automation systems for heavy-duty commercial vehicles, including Chief Supply Chain Officer and Vice President of Sourcing and Purchasing from 2011 to 2020. He holds a Bachelor of Arts degree in International Affairs from École Supérieure Libre des Sciences Commerciales Appliquées and a Master of Arts in Purchasing and Supply Chain Management from ESSEC Business School.
In connection with Mr. Bardot’s appointment as Executive Vice President and Chief Operations Officer, Sensata Technologies Holding Company Mexico B.V., Zug Branch, a wholly owned subsidiary of the Company, entered into an employment agreement with Mr. Bardot. Pursuant to the terms of the employment agreement, beginning on the Effective Date, Mr. Bardot’s
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salary will be 452,685 CHF per year, subject to periodic review by the Compensation Committee of the Company’s Board of Directors. Mr. Bardot will receive a 657,657 CHF sign-on bonus payable in cash and a $500,000 grant of restricted stock units on the Effective Date. In addition, Mr. Bardot will also be eligible to receive an annual cash bonus with a target of 100% of his base salary and $900,000 equity grant, split 45% restricted stock units and 55% performance-based restricted stock units. He will also be eligible to participate in the benefit programs available to the Company’s other executive officers.
The foregoing summary of Mr. Bardot’s employment agreement is qualified in its entirety by reference to the complete agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2025.
Item 8.01 | Other Events | ||||
On October 28, 2025, the Company announced that its indirect, wholly owned subsidiaries Sensata Technologies B.V. and Sensata Technologies, Inc. (collectively, the “Offerors”) had commenced cash tender offers (the “Tender Offers”) to purchase up to $350,000,000 in total cash consideration payable (excluding accrued and unpaid interest) for certain series of their outstanding senior notes. The Tender Offers are being made only pursuant to the terms and conditions set forth in the Offer to Purchase dated October 28, 2025 (the “Offer to Purchase”).
The Tender Offers apply to the following series of senior notes (collectively, the “Notes”):
•4.000% Senior Notes due 2029 issued by Sensata Technologies B.V. (the “2029 Notes”)
•5.875% Senior Notes due 2030 issued by Sensata Technologies B.V.
•4.375% Senior Notes due 2030 issued by Sensata Technologies, Inc.
The Tender Offers are open to all registered holders of the applicable series of notes, subject to the maximum amount of total cash consideration payable of $350,000,000 (excluding accrued and unpaid interest) and the acceptance priority levels, proration procedures, and, with respect to the 2029 Notes, a specific tender cap, each as described in the Offer to Purchase. Each Tender Offer will expire at 5:00 p.m., New York City time, on November 26, 2025, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated by the applicable Offeror, the “Expiration Date”).
Holders who validly tender (and do not validly withdraw) their notes at or prior to 5:00 p.m., New York City time, on November 10, 2025 (such time and date, as the same may be extended by the applicable Offeror, the “Early Tender Deadline”) and whose notes are accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium of $50.00 per $1,000 principal amount of notes accepted for purchase. Holders who validly tender their notes after the applicable Early Tender Deadline but at or prior to the applicable Expiration Date and whose notes are accepted for purchase will receive only the applicable Tender Offer Consideration (as defined in the Offer to Purchase), which is equal to the applicable Total Consideration minus the early tender premium. In addition to the applicable Total Consideration or applicable Tender Offer Consideration, as the case may be, holders whose notes are accepted for purchase will receive accrued and unpaid interest from the last applicable interest payment date up to, but not including, the applicable settlement date.
The Offerors have retained Barclays Capital Inc. and Goldman Sachs & Co. LLC to act as dealer managers for the Tender Offers (together, the “Dealer Managers”). D.F. King & Co., Inc. has been retained to act as the tender and information agent for the Tender Offers. Additional information regarding the terms of the Tender Offers, including conditions to the Tender Offers, proration procedures, acceptance priority levels, and withdrawal rights, is set forth in the Offer to Purchase. Each Tender Offer is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. Each Offeror reserves the right to extend, amend, or terminate the applicable Tender Offer at any time, subject to applicable law.
This Current Report on Form 8-K is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any Notes in the Tender Offers or any other securities of the Offerors. The Tender Offers are not being made to holders of Notes in any jurisdiction or in any circumstances in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerors by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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A copy of the press release announcing the Tender Offers is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within inline XBRL document) | |||||||
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SIGNATURES
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.
| SENSATA TECHNOLOGIES HOLDING PLC | |||||||||||||||||
| /s/ David K. Stott | |||||||||||||||||
| Date: | October 28, 2025 | Name: David K. Stott | |||||||||||||||
| Title: Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||
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SENSATA TECHNOLOGIES REPORTS THIRD QUARTER 2025 FINANCIAL RESULTS
Swindon, United Kingdom – October 28, 2025 - Sensata Technologies (NYSE: ST) today announced financial results for its third quarter ended September 30, 2025.
“Our focused execution against the key pillars of our transformation drove exceptionally strong results in the third quarter, with all key metrics exceeding our expectations. In addition to delivering today, we are laying the foundation to drive long-term shareholder value by continuing to improve financial performance while further strengthening our balance sheet with improved cash generation and disciplined deleveraging," said Stephan von Schuckmann, Chief Executive Officer of Sensata.
Operating Results - Third Quarter
Operating results for the third quarter of 2025 compared to the third quarter of 2024 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $932.0 million, a decrease of $50.9 million, or 5.2%, compared to $982.8 million in the third quarter of 2024, due primarily to previously disclosed divestitures and product lifecycle management actions.
◦On an organic basis, revenue increased $30.4 million, or 3.1%, compared to the third quarter of 2024.
Operating loss / income:
•Operating loss was $122.9 million, or 13.2% of revenue compared to an operating loss of $199.2 million, or 20.3% of revenue, in the third quarter of 2024.
◦The third quarter 2025 operating loss includes approximately $259 million in charges as a result of changes in clean energy policy and emissions regulations. This included a $225.7 million non-cash goodwill impairment charge related to the Dynapower business, and other non-cash charges primarily due to excess capacity related to electrification.
•Adjusted operating income was $179.6 million, or 19.3% of revenue compared to adjusted operating income of $188.4 million, or 19.2% of revenue, in the third quarter of 2024.
◦Tariff pass-through revenue of approximately $12 million was approximately 20 basis points dilutive to adjusted operating income margin in the third quarter of 2025.
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Loss / earnings per share:
•Loss per share was $1.12, including $1.78 attributable to the non-cash charges discussed above, compared to loss per share of $0.17 in the third quarter of 2024.
•Adjusted earnings per share was $0.89, consistent with adjusted earnings per share of $0.89 in the third quarter of 2024.
Net cash provided by operating activities was $159.9 million in the third quarter of 2025, and cash on hand was $791.3 million at September 30, 2025.
Free cash flow was $136.2 million in the third quarter of 2025, representing a free cash flow conversion rate of 105%.
During the third quarter of 2025, Sensata returned approximately $17.5 million to shareholders in quarterly dividends of $0.12 per share paid on August 27, 2025.
Operating Results - Nine Months
Operating results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.
Revenue:
•Revenue was $2,786.6 million, a decrease of $238.5 million, or 7.9%, compared to $3,025.1 million in the nine months ended September 30, 2024, due primarily to previously disclosed divestitures and product lifecycle management actions.
◦On an organic basis, revenue decreased $29.5 million, or 1.0%, compared to the nine months ended September 30, 2024.
Operating income:
•Operating income was $137.4 million, or 4.9% of revenue, an increase of $61.9 million, or 81.9%, compared to operating income of $75.5 million, or 2.5% of revenue, in the nine months ended September 30, 2024.
◦Operating income for the nine months ended September 30, 2025 includes approximately $259 million in charges as a result of changes in clean energy policy and emissions regulations. This included a $225.7 million non-cash goodwill impairment charge related to the Dynapower business, and other non-cash charges primarily due to excess capacity related to electrification.
•Adjusted operating income was $525.2 million, or 18.8% of revenue, a decrease of $48.4 million, or 8.4%, compared to adjusted operating income of $573.6 million, or 19.0% of revenue, in the nine months ended September 30, 2024.
◦Tariff pass-through revenue of approximately $26 million was approximately 20 basis points dilutive to adjusted operating income margin in the nine months ended September 30, 2025.
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Loss / earnings per share:
•Loss per share was $0.22, including $1.76 attributable to the non-cash charges discussed above, compared to earnings per share of $0.81 in the nine months ended September 30, 2024.
•Adjusted earnings per share was $2.54, a decrease of $0.16, or 5.9%, compared to adjusted earnings per share of $2.70 in the nine months ended September 30, 2024.
Net cash provided by operating activities was $420.0 million. Free cash flow was $338.4 million in the nine months ended September 30, 2025, representing a free cash flow conversion rate of 91%.
During the first nine months of 2025, Sensata returned approximately $173.5 million to shareholders including $52.9 million through its quarterly dividend, and $120.6 million of repurchased shares.
Guidance
For the fourth quarter of 2025, Sensata expects revenue of $890 to $920 million, inclusive of recovery of tariff costs, and adjusted EPS of $0.83 to $0.87.
Q4-2025 Guidance | |||||||||||
| $ in millions, except EPS | Q4-25 Guidance | Q3-25 | Q/Q Change | ||||||||
| Revenue | $890 - $920 | $932.0 | (5%) - (1%) | ||||||||
| Adjusted Operating Income | $172 - $179 | $179.6 | (4%) - 0% | ||||||||
| Adj. Operating Margin | 19.3% - 19.5% | 19.3% | 0 bps - 20 bps | ||||||||
| Adjusted Net Income | $121 - $127 | $129.6 | (7%) - (2%) | ||||||||
| Adjusted EPS | $0.83 - $0.87 | $0.89 | (7%) - (2%) | ||||||||
•Revenue includes approximately $12 million related to expected tariff recovery from customers.
•Adjusted Operating Income, Adjusted Net Income, and Adjusted EPS are not expected to be impacted by tariffs, as $12 million of expected tariff revenue would be offset by $12 million in expected related tariff expense.
•Adjusted Operating Margin, excluding the dilutive impact of tariff revenue and related expense, is expected to be in the range of 19.5% - 19.7%.
•Tariff expectations included in guidance reflect trade policies in effect as of October 28, 2025.
Conference Call and Webcast
Sensata will conduct a conference call today at 5:00 p.m. Eastern Time to discuss its third quarter 2025 financial results and its outlook for the fourth quarter of 2025. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Technologies Q3 2025 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until November 4, 2025. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 4825109.
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About Sensata Technologies
Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 18,000 employees and global operations in 13 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow Sensata on LinkedIn, Facebook, X and Instagram.
Non-GAAP Financial Measures
We supplement the reporting of our financial information determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures is useful for period-over-period comparisons of underlying business trends and our ongoing business performance. We also believe presenting these non-GAAP measures provides additional transparency into how management evaluates the business.
Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as, or comparable to, similar non-GAAP measures presented by other companies.
The non-GAAP financial measures referenced by Sensata in this release include: adjusted net income, adjusted earnings per share (“EPS”), adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth, market outgrowth, adjusted corporate and other expenses, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), net debt, and gross and net leverage ratio. We also refer to changes in certain non-GAAP measures, usually reported either as a percentage or number of basis points, between two periods. Such changes are also considered non-GAAP measures.
Adjusted net income (or loss) is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted EPS is calculated by dividing adjusted net income (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted operating income (or loss) is defined as operating income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software. Free cash flow conversion is defined as Free cash flow divided by Adjusted net income. We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay
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scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.
Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures and product life-cycle management for the 12-month period following the respective transaction date(s). We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, and provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) other, net. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
Gross leverage ratio is defined as gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM") adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
Net debt is defined as total debt, finance lease, and other financing obligations less cash and cash equivalents. We believe net debt is a useful measure to management and investors in understanding trends in our overall financial condition.
Net leverage ratio is defined as net debt divided by LTM adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.
In discussing trends in our performance, we may refer to certain non-GAAP financial measures or the percentage change of certain non-GAAP financial measures in one period versus another, calculated on a constant currency basis. Constant currency is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges and, as applicable, net monetary assets. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
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Safe Harbor Statement
This earnings release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and 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, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crisis, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A: Risk Factors in our Quarterly Reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. 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.
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| SENSATA TECHNOLOGIES HOLDING PLC | ||
| Condensed Consolidated Statements of Operations | ||
| (In thousands, except per share amounts) | ||
| (Unaudited) | ||
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net revenue | $ | 931,978 | $ | 982,830 | $ | 2,786,617 | $ | 3,025,074 | ||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
| Cost of revenue | 672,602 | 701,463 | 1,968,373 | 2,115,137 | ||||||||||||||||||||||
| Research and development | 33,034 | 42,685 | 102,432 | 133,324 | ||||||||||||||||||||||
| Selling, general and administrative | 85,763 | 102,453 | 259,622 | 283,772 | ||||||||||||||||||||||
| Amortization of intangible assets | 19,601 | 44,732 | 61,362 | 122,332 | ||||||||||||||||||||||
| Goodwill impairment charge | 225,700 | 150,100 | 225,700 | 150,100 | ||||||||||||||||||||||
| Restructuring and other charges, net | 18,166 | 140,624 | 31,758 | 144,897 | ||||||||||||||||||||||
| Total operating costs and expenses | 1,054,866 | 1,182,057 | 2,649,247 | 2,949,562 | ||||||||||||||||||||||
Operating (loss)/income | (122,888) | (199,227) | 137,370 | 75,512 | ||||||||||||||||||||||
| Interest expense | (37,715) | (38,942) | (113,367) | (118,200) | ||||||||||||||||||||||
| Interest income | 5,313 | 5,857 | 14,070 | 15,397 | ||||||||||||||||||||||
| Other, net | 6,863 | (12,294) | 9,921 | (19,741) | ||||||||||||||||||||||
(Loss)/income before taxes | (148,427) | (244,606) | 47,994 | (47,032) | ||||||||||||||||||||||
Provision for/(benefit from) income taxes | 14,096 | (219,572) | 79,930 | (169,722) | ||||||||||||||||||||||
Net (loss)/income | $ | (162,523) | $ | (25,034) | $ | (31,936) | $ | 122,690 | ||||||||||||||||||
Net (loss)/income per share: | ||||||||||||||||||||||||||
| Basic | $ | (1.12) | $ | (0.17) | $ | (0.22) | $ | 0.81 | ||||||||||||||||||
| Diluted | $ | (1.12) | $ | (0.17) | $ | (0.22) | $ | 0.81 | ||||||||||||||||||
| Weighted-average ordinary shares outstanding: | ||||||||||||||||||||||||||
| Basic | 145,663 | 150,717 | 146,790 | 150,681 | ||||||||||||||||||||||
| Diluted | 145,663 | 150,717 | 146,790 | 151,030 | ||||||||||||||||||||||
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| SENSATA TECHNOLOGIES HOLDING PLC | ||
| Condensed Consolidated Balance Sheets | ||
| (In thousands) | ||
| (Unaudited) | ||
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 791,347 | $ | 593,670 | ||||||||||
| Accounts receivable, net of allowances | 724,998 | 660,180 | ||||||||||||
| Inventories | 641,367 | 614,455 | ||||||||||||
| Prepaid expenses and other current assets | 150,589 | 158,934 | ||||||||||||
| Total current assets | 2,308,301 | 2,027,239 | ||||||||||||
| Property, plant and equipment, net | 775,748 | 821,653 | ||||||||||||
| Goodwill | 3,158,164 | 3,383,800 | ||||||||||||
| Other intangible assets, net | 430,137 | 492,878 | ||||||||||||
| Deferred income tax assets | 289,428 | 288,189 | ||||||||||||
| Other assets | 108,181 | 129,505 | ||||||||||||
| Total assets | $ | 7,069,959 | $ | 7,143,264 | ||||||||||
| Liabilities and shareholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 2,234 | $ | 2,414 | ||||||||||
| Accounts payable | 461,021 | 362,186 | ||||||||||||
| Income taxes payable | 35,284 | 29,417 | ||||||||||||
| Accrued expenses and other current liabilities | 295,872 | 317,341 | ||||||||||||
| Total current liabilities | 794,411 | 711,358 | ||||||||||||
| Deferred income tax liabilities | 235,716 | 235,689 | ||||||||||||
| Pension and other post-retirement benefit obligations | 32,616 | 27,910 | ||||||||||||
| Finance lease obligations, less current portion | 19,596 | 20,984 | ||||||||||||
| Long-term debt, net | 3,181,373 | 3,176,098 | ||||||||||||
| Other long-term liabilities | 87,740 | 80,782 | ||||||||||||
| Total liabilities | 4,351,452 | 4,252,821 | ||||||||||||
| Total shareholders' equity | 2,718,507 | 2,890,443 | ||||||||||||
| Total liabilities and shareholders' equity | $ | 7,069,959 | $ | 7,143,264 | ||||||||||
8
| SENSATA TECHNOLOGIES HOLDING PLC | ||
| Condensed Consolidated Statements of Cash Flows | ||
| (In thousands) | ||
| (Unaudited) | ||
| For the nine months ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
Net (loss)/income | $ | (31,936) | $ | 122,690 | ||||||||||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | 127,653 | 100,712 | ||||||||||||
| Amortization of debt issuance costs | 3,540 | 4,510 | ||||||||||||
| Goodwill impairment charge | 225,700 | 150,100 | ||||||||||||
Loss on sale of business | 10,202 | 110,111 | ||||||||||||
| Share-based compensation | 18,612 | 27,393 | ||||||||||||
| Loss on debt financing | — | 9,235 | ||||||||||||
| Amortization of intangible assets | 61,362 | 122,332 | ||||||||||||
| Deferred income taxes | (1,017) | (235,943) | ||||||||||||
| Loss on equity investments, net | — | 13,164 | ||||||||||||
Other non-cash loss/(gain), net | 29,451 | (991) | ||||||||||||
| Acquisition-related compensation payments | — | (5,232) | ||||||||||||
Changes in operating assets and liabilities, net of effects of divestitures | (23,596) | (37,247) | ||||||||||||
| Net cash provided by operating activities | 419,971 | 380,834 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Additions to property, plant and equipment and capitalized software | (81,586) | (126,759) | ||||||||||||
| Proceeds from the sale of business, net of cash sold | 35,635 | 138,312 | ||||||||||||
| Other | 1,589 | 3,681 | ||||||||||||
Net cash (used in)/provided by investing activities | (44,362) | 15,234 | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from exercise of stock options and issuance of ordinary shares | — | 4,605 | ||||||||||||
| Payment of employee restricted stock tax withholdings | (4,167) | (9,746) | ||||||||||||
| Proceeds from borrowings on debt | — | 500,000 | ||||||||||||
| Payments on debt | (1,542) | (700,855) | ||||||||||||
| Dividends paid | (52,937) | (54,266) | ||||||||||||
| Payments to repurchase ordinary shares | (120,600) | (47,299) | ||||||||||||
| Purchase of noncontrolling interest in joint venture | — | (79,393) | ||||||||||||
| Payments of debt financing costs | (1,765) | (13,379) | ||||||||||||
Net cash used in financing activities | (181,011) | (400,333) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 3,079 | 2,376 | ||||||||||||
| Net change in cash and cash equivalents | 197,677 | (1,889) | ||||||||||||
| Cash and cash equivalents, beginning of year | 593,670 | 508,104 | ||||||||||||
| Cash and cash equivalents, end of period | $ | 791,347 | $ | 506,215 | ||||||||||
9
Segment Performance (Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||
| $ in 000s | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Performance Sensing | ||||||||||||||||||||||||||
| Revenue | $ | 656,936 | $ | 659,650 | $ | 1,959,577 | $ | 2,096,889 | ||||||||||||||||||
| Operating income | $ | 155,626 | $ | 145,666 | $ | 445,378 | $ | 476,042 | ||||||||||||||||||
| % of Performance Sensing revenue | 23.7% | 22.1% | 22.7% | 22.7% | ||||||||||||||||||||||
| Sensing Solutions | ||||||||||||||||||||||||||
| Revenue | $ | 275,042 | $ | 274,386 | $ | 827,040 | $ | 800,296 | ||||||||||||||||||
| Operating income | $ | 85,074 | $ | 80,798 | $ | 249,176 | $ | 232,767 | ||||||||||||||||||
| % of Sensing Solutions revenue | 30.9% | 29.4% | 30.1% | 29.1% | ||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
| Revenue | $ | — | $ | 48,794 | $ | — | $ | 127,889 | ||||||||||||||||||
| Operating income | $ | — | $ | 12,069 | $ | — | $ | 28,054 | ||||||||||||||||||
| % of Other revenue | 0.0% | 24.7% | 0.0% | 21.9% | ||||||||||||||||||||||
Revenue by Business, Geography, and End Market (Unaudited)
| (percent of total revenue) | For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Performance Sensing | 70.5 | % | 67.1 | % | 70.3 | % | 69.3 | % | ||||||||||||||||||
| Sensing Solutions | 29.5 | % | 27.9 | % | 29.7 | % | 26.5 | % | ||||||||||||||||||
Other | — | % | 5.0 | % | — | % | 4.2 | % | ||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
| (percent of total revenue) | For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Americas | 40.9 | % | 46.7 | % | 40.7 | % | 44.5 | % | ||||||||||||||||||
| Europe | 27.6 | % | 26.2 | % | 27.8 | % | 27.1 | % | ||||||||||||||||||
| Asia/Rest of World | 31.5 | % | 27.1 | % | 31.5 | % | 28.4 | % | ||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
| (percent of total revenue) | For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Automotive | 57.6 | % | 54.0 | % | 57.2 | % | 55.2 | % | ||||||||||||||||||
Heavy vehicle and off-road | 17.0 | % | 17.2 | % | 17.1 | % | 18.1 | % | ||||||||||||||||||
| Industrial | 14.0 | % | 14.6 | % | 13.3 | % | 13.9 | % | ||||||||||||||||||
HVAC (1) | 6.0 | % | 4.1 | % | 7.1 | % | 3.9 | % | ||||||||||||||||||
| Aerospace | 5.4 | % | 5.1 | % | 5.3 | % | 4.7 | % | ||||||||||||||||||
All other | — | % | 5.0 | % | — | % | 4.2 | % | ||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
(1) Heating, ventilation and air conditioning.
10
GAAP to Non-GAAP Reconciliations
The following unaudited tables provide a reconciliation of the difference between each of the non-GAAP financial measures referenced herein and the most directly comparable U.S. GAAP financial measure. Amounts presented in these tables may not appear to recalculate due to the effect of rounding.
Operating income and margin, income tax, net income, and earnings per share
| ($ in thousands, except per share amounts) | For the three months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Operating (Loss)/Income | Operating Margin | Income Taxes | Net (Loss)/Income | EPS | |||||||||||||||||||||||||
| Reported (GAAP) | $ | (122,888) | (13.2 | %) | $ | 14,096 | $ | (162,523) | $ | (1.12) | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
Restructuring related and other | 267,901 | 28.7 | % | (4,025) | 263,876 | 1.81 | |||||||||||||||||||||||
Financing and other transaction costs | 15,022 | 1.6 | % | — | 15,022 | 0.10 | |||||||||||||||||||||||
| Amortization of intangible assets | 19,601 | 2.1 | % | — | 19,601 | 0.13 | |||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 1,181 | 0.01 | |||||||||||||||||||||||
Other, net | — | — | % | 1,422 | (5,441) | (0.04) | |||||||||||||||||||||||
Deferred taxes and other tax related | — | — | % | (2,096) | (2,096) | (0.01) | |||||||||||||||||||||||
| Total adjustments | 302,524 | 32.5 | % | (4,699) | 292,143 | 2.01 | |||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 179,636 | 19.3 | % | $ | 18,795 | $ | 129,620 | $ | 0.89 | |||||||||||||||||||
| ($ in thousands, except per share amounts) | For the three months ended September 30, 2024 | ||||||||||||||||||||||||||||
| Operating (Loss)/Income | Operating Margin | Income Tax | Net (Loss)/Income | EPS | |||||||||||||||||||||||||
| Reported (GAAP) | $ | (199,227) | (20.3 | %) | $ | (219,572) | $ | (25,034) | $ | (0.17) | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
Restructuring related and other | 211,919 | 21.6 | % | (1,209) | 210,710 | 1.40 | |||||||||||||||||||||||
Financing and other transaction costs | 132,159 | 13.4 | % | (512) | 131,647 | 0.87 | |||||||||||||||||||||||
| Amortization of intangible assets | 43,533 | 4.4 | % | — | 43,533 | 0.29 | |||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 1,317 | 0.01 | |||||||||||||||||||||||
Other, net | — | — | % | (683) | 11,611 | 0.08 | |||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | % | (239,221) | (239,221) | (1.59) | |||||||||||||||||||||||
| Total adjustments | 387,611 | 39.4 | % | (241,625) | 159,597 | 1.06 | |||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 188,384 | 19.2 | % | $ | 22,053 | $ | 134,563 | $ | 0.89 | |||||||||||||||||||
11
| ($ in thousands, except per share amounts) | For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||||
| Operating Income | Operating Margin | Income Tax | Net (Loss)/Income | EPS | |||||||||||||||||||||||||
| Reported (GAAP) | $ | 137,370 | 4.9 | % | $ | 79,930 | $ | (31,936) | $ | (0.22) | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
Restructuring related and other | 302,470 | 10.9 | % | (3,079) | 299,391 | 2.04 | |||||||||||||||||||||||
Financing and other transaction costs | 24,038 | 0.9 | % | 63 | 24,101 | 0.16 | |||||||||||||||||||||||
| Amortization of intangible assets | 61,362 | 2.2 | % | — | 61,362 | 0.42 | |||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 3,540 | 0.02 | |||||||||||||||||||||||
Other, net | — | — | % | 864 | (9,057) | (0.06) | |||||||||||||||||||||||
Deferred taxes and other tax related | — | — | % | 26,163 | 26,163 | 0.18 | |||||||||||||||||||||||
| Total adjustments | 387,870 | 13.9 | % | 24,011 | 405,500 | 2.76 | |||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 525,240 | 18.8 | % | $ | 55,919 | $ | 373,564 | $ | 2.54 | |||||||||||||||||||
| ($ in thousands, except per share amounts) | For the nine months ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Operating Income | Operating Margin | Income Tax | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $75,512 | 2.5 | % | $ | (169,722) | $ | 122,690 | $ | 0.81 | ||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||||||||||||||
Restructuring related and other | 240,640 | 8.0 | % | (2,418) | 238,222 | 1.58 | |||||||||||||||||||||||||||||||||||
| Financing and other transaction costs | 139,476 | 4.6 | % | (1,689) | 137,787 | 0.91 | |||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 117,968 | 3.9 | % | — | 117,968 | 0.78 | |||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | % | — | 4,510 | 0.03 | |||||||||||||||||||||||||||||||||||
Other, net | — | — | % | 685 | 20,426 | 0.14 | |||||||||||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | % | (233,775) | (233,775) | (1.55) | |||||||||||||||||||||||||||||||||||
| Total adjustments | 498,084 | 16.5 | % | (237,197) | 285,138 | 1.89 | |||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $573,596 | 19.0 | % | $ | 67,475 | $ | 407,828 | $ | 2.70 | ||||||||||||||||||||||||||||||||
12
Non-GAAP adjustments by location in statements of operations
| (in thousands) | For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
Cost of revenue | $ | 34,395 | $ | 30,770 | $ | 45,966 | $ | 46,744 | ||||||||||||||||||||||||
| Selling, general and administrative | 4,662 | 22,584 | 23,084 | 38,375 | ||||||||||||||||||||||||||||
Amortization of intangible assets | 19,601 | 43,533 | 61,362 | 117,968 | ||||||||||||||||||||||||||||
Goodwill impairment charge | 225,700 | 150,100 | 225,700 | 150,100 | ||||||||||||||||||||||||||||
Restructuring and other charges, net | 18,166 | 140,624 | 31,758 | 144,897 | ||||||||||||||||||||||||||||
| Operating income adjustments | 302,524 | 387,611 | 387,870 | 498,084 | ||||||||||||||||||||||||||||
Interest expense | 1,181 | 1,317 | 3,540 | 4,510 | ||||||||||||||||||||||||||||
Other, net | (6,863) | 12,294 | (9,921) | 19,741 | ||||||||||||||||||||||||||||
Provision for/(benefit from) income taxes | (4,699) | (241,625) | 24,011 | (237,197) | ||||||||||||||||||||||||||||
| Net income adjustments | $ | 292,143 | $ | 159,597 | $ | 405,500 | $ | 285,138 | ||||||||||||||||||||||||
Free cash flow
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | % △ | 2025 | 2024 | % △ | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 159,868 | $ | 130,891 | 22.1 | % | $ | 419,971 | $ | 380,834 | 10.3 | % | ||||||||||||||||||||||||||
| Additions to property, plant and equipment and capitalized software | (23,626) | (39,571) | 40.3 | % | (81,586) | (126,759) | 35.6 | % | ||||||||||||||||||||||||||||||
| Free cash flow | $ | 136,242 | $ | 91,320 | 49.2 | % | $ | 338,385 | $ | 254,075 | 33.2 | % | ||||||||||||||||||||||||||
Adjusted corporate and other expenses
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Corporate and other expenses (GAAP) | $ | (100,121) | $ | (102,304) | $ | (238,364) | $ | (244,022) | ||||||||||||||||||||||||
| Restructuring related and other | 37,772 | 34,167 | 66,408 | 60,525 | ||||||||||||||||||||||||||||
| Financing and other transaction costs | 1,285 | 19,187 | 2,642 | 24,594 | ||||||||||||||||||||||||||||
| Total adjustments | 39,057 | 53,354 | 69,050 | 85,119 | ||||||||||||||||||||||||||||
| Adjusted corporate and other expenses (non-GAAP) | $ | (61,064) | $ | (48,950) | $ | (169,314) | $ | (158,903) | ||||||||||||||||||||||||
13
Adjusted EBITDA
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||
| (in thousands) | LTM | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
Net (loss)/income | $ | (26,149) | $ | (162,523) | $ | (25,034) | $ | (31,936) | $ | 122,690 | ||||||||||||||||||||||
| Interest expense, net | 136,107 | 32,402 | 33,085 | 99,297 | 102,803 | |||||||||||||||||||||||||||
Provision for/(benefit from) income taxes | 109,338 | 14,096 | (219,572) | 79,930 | (169,722) | |||||||||||||||||||||||||||
| Depreciation expense | 194,076 | 53,353 | 33,696 | 127,653 | 100,712 | |||||||||||||||||||||||||||
| Amortization of intangible assets | 84,774 | 19,601 | 44,732 | 61,362 | 122,332 | |||||||||||||||||||||||||||
| EBITDA | 498,146 | (43,071) | (133,093) | 336,306 | 278,815 | |||||||||||||||||||||||||||
| Non-GAAP Adjustments | ||||||||||||||||||||||||||||||||
| Restructuring related and other | 320,968 | 247,006 | 211,919 | 273,999 | 240,640 | |||||||||||||||||||||||||||
| Financing and other transaction costs | 18,378 | 15,022 | 131,913 | 24,038 | 138,726 | |||||||||||||||||||||||||||
Other, net | (8,162) | (6,863) | 12,294 | (9,921) | 19,741 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 829,330 | $ | 212,094 | $ | 223,033 | $ | 624,422 | $ | 677,922 | ||||||||||||||||||||||
Gross and net debt and leverage
| As of | ||||||||||||||||||||||||||||||||
| ($ in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 2,234 | $ | 2,414 | ||||||||||||||||||||||||||||
| Finance lease obligations, less current portion | 19,596 | 20,984 | ||||||||||||||||||||||||||||||
| Long-term debt, net | 3,181,373 | 3,176,098 | ||||||||||||||||||||||||||||||
| Total debt and finance lease obligations | 3,203,203 | 3,199,496 | ||||||||||||||||||||||||||||||
Less: debt premium, net | 821 | 997 | ||||||||||||||||||||||||||||||
| Less: deferred financing costs | (19,448) | (24,899) | ||||||||||||||||||||||||||||||
Total gross debt | 3,221,830 | 3,223,398 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 829,330 | $ | 882,830 | ||||||||||||||||||||||||||||
| Gross leverage ratio | 3.9 | 3.7 | ||||||||||||||||||||||||||||||
Total gross debt | 3,221,830 | 3,223,398 | ||||||||||||||||||||||||||||||
| Less: cash and cash equivalents | 791,347 | 593,670 | ||||||||||||||||||||||||||||||
| Net debt | $ | 2,430,483 | $ | 2,629,728 | ||||||||||||||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 829,330 | $ | 882,830 | ||||||||||||||||||||||||||||
| Net leverage ratio | 2.9 | 3.0 | ||||||||||||||||||||||||||||||
14
Guidance
For the three months ending December 31, 2025 | |||||||||||||||||||||||||||||||||||
| ($ in millions, except per share amounts) | Operating Income | Net Income | EPS | ||||||||||||||||||||||||||||||||
| Low | High | Low | High | Low | High | ||||||||||||||||||||||||||||||
| GAAP | $ | 137.4 | $ | 142.8 | $ | 91.7 | $ | 95.2 | $ | 0.63 | $ | 0.65 | |||||||||||||||||||||||
| Restructuring related and other | 16.0 | 17.0 | 15.5 | 16.5 | 0.11 | 0.11 | |||||||||||||||||||||||||||||
| Financing and other transaction costs | 0.1 | 0.2 | 0.1 | 0.2 | 0.00 | 0.00 | |||||||||||||||||||||||||||||
| Amortization of intangible assets | 18.5 | 19.0 | 18.5 | 19.0 | 0.13 | 0.13 | |||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | 1.2 | 1.4 | 0.01 | 0.01 | |||||||||||||||||||||||||||||
Other, net | — | — | 0.5 | 0.7 | 0.00 | 0.00 | |||||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | (6.5) | (6.0) | (0.04) | (0.04) | |||||||||||||||||||||||||||||
| Non-GAAP | $ | 172.0 | $ | 179.0 | $ | 121.0 | $ | 127.0 | $ | 0.83 | $ | 0.87 | |||||||||||||||||||||||
| Weighted-average diluted shares outstanding (in millions) | 146.3 | 146.3 | |||||||||||||||||||||||||||||||||
| ### | ||||||||
| Media & Investors: | ||||||||
| James Entwistle | ||||||||
| +1(508) 954-1561 | ||||||||
| jentwistle@sensata.com | ||||||||
| investors@sensata.com | ||||||||
15
Sensata Technologies Holding plc Announces Cash Tender Offers by Certain Subsidiaries for Senior Notes
SWINDON, United Kingdom, October 28, 2025 – Sensata Technologies Holding plc (NYSE: ST) (“Sensata”) announced today that Sensata Technologies B.V. and Sensata Technologies, Inc., its indirect, wholly owned subsidiaries (each, an “Offeror” and collectively, the “Offerors”), have commenced cash tender offers (each, individually with respect to a series of Notes, a “Tender Offer” with respect to such series, and collectively, the “Tender Offers”) to purchase up to $350,000,000 in total cash consideration payable, excluding the applicable Accrued Interest (as defined below) (the “Maximum Tender Offer Amount”) of the applicable Offeror’s senior notes, as identified in the table below (collectively, the “Notes”).
Each Tender Offer is open to all registered holders of the applicable series of Notes (individually, a “Holder” and collectively, the “Holders”). Subject to the Maximum Tender Offer Amount and the cap on tenders of the STBV 2029 Notes (as defined below) set forth in the table below (the “2029 Notes Tender Cap”), the amount of a series of Notes that is purchased in the applicable Tender Offer on the applicable Settlement Date (as defined below) will be based on the acceptance priority level for such series (in numerical priority order, with 1 being first) (the “Acceptance Priority Level”) set forth in the table below and on the cover page of the Offer to Purchase, dated October 28, 2025 (the “Offer to Purchase”), subject to the proration arrangements applicable to the Tender Offers.
Dollars per $1,000 Principal Amount of Notes Tendered and Accepted for Purchase(1) | ||||||||||||||||||||||||||
| Title of Notes | Issuer | CUSIP Number | Principal Amount Outstanding | Tender Cap(2) | Acceptance Priority Level(3) | Tender Offer Consideration | Early Tender Premium | Total Consideration(4) | ||||||||||||||||||
| 4.000% Senior Notes due 2029 | Sensata Technologies B.V. | 81725W AK9 / N78840 AM2 | $1,000,000,000 | 300,000,000 | 1 | $938.75 | $50 | $988.75 | ||||||||||||||||||
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| 5.875% Senior Notes due 2030 | Sensata Technologies B.V. | 81725W AL7 / N78840 AP5 | $500,000,000 | N/A | 2 | $975.00 | $50 | $1,025.00 | ||||||||||||||||||
| 4.375% Senior Notes due 2030 | Sensata Technologies, Inc. | 81728U AA2 / U81700 AA1 | $450,000,000 | N/A | 3 | $923.75 | $50 | $973.75 | ||||||||||||||||||
(1)Does not include Accrued Interest, which will also be payable as provided in the Offer to Purchase.
(2)The Tender Cap for a series represents a cap for the aggregate principal amount of Notes of such series to be purchased.
(3)Subject to the Maximum Tender Offer Amount, the 2029 Notes Tender Cap and proration, if applicable, the principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order, with 1 being first) specified in this column.
(4)Includes the Early Tender Premium.
The Tender Offers are being made upon, and subject to, the terms and conditions set forth in the Offer to Purchase. Each Tender Offer will expire at 5:00 p.m., New York City time, on November 26, 2025, unless extended by the applicable Offeror or earlier terminated (such date and time with respect to any Tender Offer, as it may be extended or earlier terminated, the “Expiration Time”). No tenders of Notes submitted after the Expiration Time will be valid. Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 10, 2025 (such date and time with respect to any Tender Offer, as it may be extended, the “Early Tender Deadline”) that are accepted for purchase will receive the applicable Total Consideration (as set forth in the table above), which includes an early tender premium of $50 per $1,000 principal amount of the Notes accepted for purchase pursuant to the applicable Tender Offer (with respect to each series of Notes, the “Early Tender Premium”). Holders of Notes that are validly tendered and not validly withdrawn after the applicable Early Tender Deadline but at or prior to the applicable Expiration Time that are accepted for purchase (if any) will receive only the applicable “Tender Offer Consideration,” which is, for each series of Notes, the applicable Total Consideration minus the applicable Early Tender Premium.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest, rounded to the nearest cent, on the applicable series of Notes from the last interest payment date with respect to such Notes to, but not including, the applicable Settlement Date (the “Accrued Interest”).
Tendered Notes may be validly withdrawn from the applicable Tender Offer at or prior to 5:00 p.m., New York City time, on November 10, 2025, unless extended by the applicable Offeror (such date and time with respect to any Tender Offer, as it may be extended, the “Withdrawal Deadline”). After the applicable Withdrawal Deadline, Holders
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who have validly tendered their Notes may not withdraw such Notes unless the applicable Offeror is required to extend withdrawal rights under applicable law.
The applicable Offeror reserves the right, but is under no obligation, at any point following the applicable Early Tender Deadline and before the applicable Expiration Time, subject to the satisfaction or waiver of the conditions to the applicable Tender Offer, to accept for purchase any Notes validly tendered at or prior to the Early Tender Deadline (the settlement date of such purchase under such Tender Offer being the “Early Settlement Date”), subject to the Maximum Tender Offer Amount, the 2029 Notes Tender Cap, the Acceptance Priority Levels and the proration arrangements applicable to the Tender Offers, each as described in the Offer to Purchase. Each Early Settlement Date will be determined at the applicable Offeror’s option and is currently expected to occur on or after November 13, 2025, subject to all conditions to the applicable Tender Offer having been either satisfied or waived by the applicable Offeror. Irrespective of whether the applicable Offeror chooses to exercise its option to have an Early Settlement Date, the applicable Offeror will purchase any remaining Notes that have been validly tendered at or prior to the applicable Expiration Time and that it chooses to accept for purchase, subject to all conditions to the applicable Tender Offer having been either satisfied or waived by the applicable Offeror, promptly following the applicable Expiration Time (the settlement date of such purchase under such Tender Offer being the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”), subject to the Maximum Tender Offer Amount, the 2029 Notes Tender Cap, the Acceptance Priority Levels and proration arrangements applicable to the Tender Offers, each as set forth in the Offer to Purchase. The applicable Final Settlement Date is expected to occur on December 1, 2025, the second business day following the applicable Expiration Time, assuming that the conditions to the Tender Offers are satisfied or waived by the applicable Offeror and that Notes with total cash consideration payable, excluding the applicable Accrued Interest, equal to the Maximum Tender Offer Amount are not purchased on the applicable Early Settlement Date.
Subject to the Maximum Tender Offer Amount, the 2029 Notes Tender Cap and the proration arrangements applicable to the Tender Offers, each as set forth in the Offer to Purchase, all Notes validly tendered at or prior to the applicable Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered at or prior to the applicable Early Tender Deadline having a lower Acceptance Priority Level are accepted. Among any Notes validly tendered following the applicable Early Tender Deadline but at or prior to the applicable Expiration Time, Notes having a higher Acceptance Priority Level will be accepted before any Notes having a lower Acceptance Priority Level are accepted. However, if the Tender Offers are not fully subscribed as of the applicable Early Tender Deadline, subject to the 2029 Notes Tender Cap, Notes validly tendered at or prior to the applicable Early Tender Deadline will be accepted for purchase in priority to other Notes tendered following the applicable
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Early Tender Deadline, even if such Notes tendered following the applicable Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered at or prior to the applicable Early Tender Deadline.
Acceptances for tenders of Notes of a series may be subject to proration if the total cash consideration payable, excluding the applicable Accrued Interest, for the Notes of such series validly tendered would cause the Maximum Tender Offer Amount to be exceeded or, in the case of the 4.000% Senior Notes due 2029 issued by Sensata Technologies B.V. (the “STBV 2029 Notes”), if the aggregate principal amount of the STBV 2029 Notes validly tendered would cause the 2029 Notes Tender Cap to be exceeded. Furthermore, absent an amendment of the Tender Offers, if the Tender Offers are subscribed in excess of the Maximum Tender Offer Amount or, in the case of the STBV 2029 Notes, in excess of the 2029 Notes Tender Cap, as of the applicable Early Tender Deadline, Holders who validly tender Notes following the applicable Early Tender Deadline will not have any such Notes accepted for purchase.
The applicable Offeror’s obligation to accept for payment and to pay for any of the Notes validly tendered in the applicable Tender Offer is not subject to any minimum principal amount of Notes in the aggregate or of any series being tendered, but is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The applicable Offeror(s) reserve the right, subject to applicable law, to: (i) waive any and all conditions to the applicable Tender Offer; (ii) extend or terminate the applicable Tender Offer; (iii) increase or decrease the Maximum Tender Offer Amount and/or, in the case of Sensata Technologies B.V., increase, decrease or eliminate the 2029 Notes Tender Cap, in each case, without extending or reinstating withdrawal rights; or (iv) otherwise amend the applicable Tender Offer in any respect.
A Holder wishing to tender Notes may do so by book-entry transfer and delivery of an agent’s message pursuant to DTC’s Automated Tender Offer Program. The Offerors have retained Barclays Capital Inc. and Goldman Sachs & Co. LLC to act as Dealer Managers (the “Dealer Managers”) in connection with the Tender Offers. Questions and requests for assistance regarding the terms of the Tender Offers should be directed to Barclays Capital Inc. at (800) 438-3242 or by email at us.lm@barclays.com, or to Goldman Sachs & Co. LLC at (800) 828-3182 or by email at gs-lm-nyc@ny.email.gs.com. Copies of the Offer to Purchase and any amendments or supplements to the foregoing may be obtained from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the “Tender and Information Agent”), by calling (212) 269-5550 (for banks and brokers only) or (800) 549-6864 (for all others), via email at Sensata@dfking.com.
None of the Offerors, Sensata, the Dealer Managers, the Tender and Information Agent, the trustees under the indentures governing the Notes, the guarantors party to the indentures governing the Notes, nor any of their respective affiliates, is making any
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recommendation as to whether Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. Holders should consult their tax, accounting, financial and legal advisers regarding the tax, accounting, financial and legal consequences of participating or declining to participate in the Tender Offers.
The Tender Offers are only being made pursuant to the Offer to Purchase. This press release is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any Notes in the Tender Offers or any other securities of the Offerors. The Tender Offers are not being made to Holders of Notes in any jurisdiction or in any circumstances in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerors by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Disclosure Statement
The statements contained in this press release that are not purely historical are forward-looking statements, including statements regarding the terms and timing for completion of the Tender Offers; and the satisfaction or waiver of conditions to the Tender Offers.
These statements are subject to risks, uncertainties, and other important factors relating to Sensata’s operations and business environment that could cause actual results to differ materially from the results contemplated by any forward-looking statement, and Sensata can give no assurances that these forward-looking statements will prove to be correct. In addition, other known or unknown risks and factors may affect the accuracy of the forward-looking information. Factors that may cause actual results to vary include, but are not limited to, conditions in financial markets, investor responses to the Tender Offers, and other risk factors detailed from time to time in Sensata’s reports filed with the U.S. Securities and Exchange Commission.
The forward-looking statements speak only as of the date they are made, and, except as otherwise required by applicable securities laws, Sensata undertakes no obligation to publicly update any of its forward-looking statements.
About Sensata Technologies
Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata
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helps its customers address increasingly complex engineering and operating performance requirements. With more than 18,000 employees and global operations in 13 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets.
For Media & Investors:
James Entwistle
+1(508) 954-1561
jentwistle@sensata.com
investors@sensata.com
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