Sensata Technologies Holding plc 10-Q for FY2026 Q3
Sensata Technologies Holding plc (ST)
10-Q
2026-10-27
For: 2026-09-30
View Original
Added on
October 27, 2026
About this 10-Q
Sensata Technologies Holding plc filed this 10-Q on October 27, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Sensata Technologies Holding plc reported nine-month net revenue of $2,929.1 million and operating income of $482.3 million for the period ended September 30, 2026. Operating cash flow was $557.8 million and free cash flow was $489.3 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1B
- up 7.7% from $932M a year earlier
- Net income
- $114.2M
- compared with a net loss of $162.5M a year earlier
- Diluted EPS
- $0.78
- compared with -$1.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-34652
_________________________________________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
(Address of principal executive offices, including zip code)
+1 (508 ) 236 3800
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
_____________________________________
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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.
| ☒ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 14, 2026, 145,562,402 ordinary shares were outstanding.
TABLE OF CONTENTS
| PART I | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
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PART I—FINANCIAL INFORMATION
Item 1.Financial Statements.
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
Other intangible assets, net of accumulated amortization of $ | |||||||||||
| Deferred income tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt and finance lease obligations | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Income taxes payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Pension and other post-retirement benefit obligations | |||||||||||
| Finance lease obligations, less current portion | |||||||||||
| Long-term debt, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Shareholders’ equity: | |||||||||||
Ordinary shares, € | |||||||||||
Treasury shares, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income/loss | ( | ||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Operations
(In millions, except per share amounts)
(unaudited)
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||||||||
| Restructuring and other charges, net | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income/(loss) | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Income/(loss) before taxes | ( | ||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income/(loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Basic net income/(loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted net income/(loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Comprehensive Income/(Loss)
(In millions)
(unaudited)
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net income/(loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Cash flow hedges | ( | ||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | |||||||||||||||||||||||
Currency translation adjustment | |||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Comprehensive income/(loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Cash Flows
(In millions)
(unaudited)
| For the nine months ended | |||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income/(loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Goodwill impairment charge | |||||||||||
Loss on sale of business | |||||||||||
| Share-based compensation | |||||||||||
| Gain on extinguishment of debt | ( | ||||||||||
| Amortization of intangible assets | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Gain on equity investments, net | ( | ||||||||||
| Other non-cash (gain)/loss, net | ( | ||||||||||
| Changes in operating assets and liabilities, net of effects of divestitures: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
Prepaid expenses and other | ( | ||||||||||
| Accounts payable, accrued expenses and other | |||||||||||
| Income taxes payable | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant and equipment and capitalized software | ( | ( | |||||||||
| Proceeds from the sale of business, net of cash sold | |||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payment of employee restricted stock tax withholdings | ( | ( | |||||||||
| Payments on debt | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Payments to repurchase ordinary shares | ( | ( | |||||||||
| Payments of debt financing costs | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of year | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended September 30, 2026 and 2025
(In millions)
(unaudited)
| Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/ Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2026 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | (0.0) | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | 0.0 | 0.0 | — | — | — | (0.0) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | (0.0) | (0.0) | 0.0 | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | (0.0) | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | 0.0 | — | — | — | (0.0) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | (0.0) | (0.0) | 0.0 | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SENSATA TECHNOLOGIES HOLDING PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
Nine Months Ended September 30, 2026 and 2025
(In millions)
(unaudited)
| Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/ Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | 0.0 | 0.0 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | 0.0 | — | — | — | (0.0) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | (0.0) | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted securities | 0.0 | — | — | — | (0.0) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of ordinary shares | ( | (0.0) | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
SENSATA TECHNOLOGIES HOLDING PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income/(loss), cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Annual Report").
All U.S. dollar ("USD") and share amounts presented, except per share amounts, are stated in millions, unless otherwise indicated. We round amounts in the consolidated financial statements within tables and text (unless otherwise specified) and calculate all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Certain reclassifications have been made to prior periods to conform to current period presentation.
2. New Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income, which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU No. 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU No. 2024-03 will have on its consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU can be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently evaluating the impact that the adoption of ASU No. 2025-06 will have on its consolidated financial statements and disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This guidance amends existing guidance to simplify the application of hedge accounting, enhance alignment between risk
9
management activities and financial reporting, and provide additional flexibility in the designation and measurement of certain hedging relationships. The amendments included in the five matters addressed in this ASU are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2025-09 will have on its consolidated financial statements and disclosures.
In May 2026, the FASB issued ASU No. 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818). This update provides recognition, measurement, presentation and disclosure requirements for environmental credits and related environmental credit obligations for entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU No. 2026-02 will have on its consolidated financial statements and disclosures.
3. Revenue Recognition
We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. The majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time. Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials.
We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue.
We believe that our geographic regions are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 15: Segment Reporting for additional information.
4. Share-Based Payment Plans
The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
Restricted securities | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Equity Awards
During the second quarter of 2026, the Company's board of directors adopted an amendment to the 2021 Equity Incentive Plan to increase the number of shares that may be awarded by 2,890,000 shares, bringing the total to 8,590,000 shares.
We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the nine months ended September 30, 2026:
| Awards Granted To: | Type of Award | Number of Units Granted (in thousands) | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| Directors | RSU (1) | $ | ||||||||||||||||||||||||
| Various executives and employees | RSU (2) | $ | ||||||||||||||||||||||||
| Various executives and employees | PRSU (3) | $ | ||||||||||||||||||||||||
| Various executives and employees | PRSU (4) | $ | ||||||||||||||||||||||||
____________________________________
(1) These RSUs cliff vest one year from the grant date (in June 2027).
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(2) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date. These RSUs will fully vest on various dates between January 2029 and September 2029.
(3) These PRSUs vest on various dates between April 2029 and August 2029. The number of units that ultimately vest will be between 0 % and 200 % and is dependent on the achievement of certain performance criteria.
5. Restructuring and Other Charges, Net
Transformation Plan
In the year ended December 31, 2025, we committed to a plan to reorganize our business (the “Transformation Plan”). The Transformation Plan, consisting of leadership transitions, involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to competitively reposition ourselves to capture growth from evolving market conditions.
Over the life of the Transformation Plan, we expect to incur restructuring charges of between $22.0 million and $28.0 million, primarily related to reductions-in-force and related site closure costs. All restructuring costs are excluded from segment results. The majority of the actions under the Transformation Plan are expected to be completed on or before June 30, 2028. We expect to settle these charges with cash on hand.
Summary
The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2026, and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
Transformation Plan | $ | $ | $ | $ | |||||||||||||||||||
| Other plans, net | |||||||||||||||||||||||
| Other restructuring and other charges, net | ( | ||||||||||||||||||||||
| Restructuring and other charges, net | $ | $ | $ | $ | |||||||||||||||||||
The following table presents a rollforward of our severance liability, which is primarily related to the Transformation Plan, for the nine months ended September 30, 2026:
| Total | ||||||||||||||
Balance as of December 31, 2025 | $ | |||||||||||||
| Charges, net of reversals | ||||||||||||||
| Payments | ( | |||||||||||||
| Foreign currency remeasurement | ( | |||||||||||||
Balance as of September 30, 2026 | $ | |||||||||||||
The severance liability as of September 30, 2026 and December 31, 2025 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
11
6. Other, Net
The following table presents the components of other, net for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Currency remeasurement gain/(loss) on net monetary assets | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| (Loss)/gain on foreign currency forward contracts | ( | ( | |||||||||||||||||||||
| Gain on commodity forward contracts | |||||||||||||||||||||||
| Gain on debt financing transactions | |||||||||||||||||||||||
Gain on equity investments, net | |||||||||||||||||||||||
| Net periodic benefit cost, excluding service cost | ( | ( | ( | ( | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Other, net | $ | $ | $ | $ | |||||||||||||||||||
7. Income Taxes
The following table presents the provision for income taxes for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.
During the third quarter of 2025, our provision for income taxes was unfavorably impacted by the impairment of nondeductible goodwill.
8. Net Income/(Loss) per Share
Basic and diluted net income/(loss) per share are calculated by dividing net income/(loss) by the number of basic and diluted weighted-average ordinary shares outstanding during the period. For the three and nine months ended September 30, 2026 and 2025 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Basic weighted-average ordinary shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock options | |||||||||||||||||||||||
| Dilutive effect of unvested restricted securities | |||||||||||||||||||||||
| Diluted weighted-average ordinary shares outstanding | |||||||||||||||||||||||
Net income/(loss) and net income/(loss) per share are presented in the condensed consolidated statements of operations.
12
Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income/(loss) per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied. These potential ordinary shares were as follows:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Anti-dilutive shares excluded | |||||||||||||||||||||||
| Contingently issuable shares excluded | |||||||||||||||||||||||
9. Inventories
The following table presents the components of inventories as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Inventories | $ | $ | |||||||||
10. Debt
Fiscal Year 2026 Transactions
Debt Extinguishments and Repurchases
During the three months ended September 30, 2026, we repurchased $32.6 million in aggregate principal amount of our 4.0 % Senior Notes due 2029 ("the 4.0 % Senior Notes") in open market repurchases. We paid $31.8 million in the aggregate for such purchases.
In May 2026, Sensata Technologies B.V. and Sensata Technologies, Inc., our indirect, wholly owned subsidiaries, announced the commencement of a cash tender offer for up to $400.0 million of aggregate cash consideration payable for the 4.0 % Senior Notes, the 4.375 % Senior Notes due 2030 (the "4.375 % Senior Notes"), and the 5.875 % Senior Notes due 2030 (the "5.875 % Senior Notes"). In June 2026, we purchased $406.1 million in aggregate principal amount of the 4.0 % Senior Notes that were validly tendered in connection with that tender offer. We paid $400.0 million in cash in the aggregate for such purchase. We did not purchase any 4.375 % Senior Notes or 5.875 % Senior Notes in these tender offers.
13
Summary
The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2026 and December 31, 2025:
| Maturity Date | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| April 15, 2029 | $ | $ | ||||||||||||||||||
| February 15, 2030 | ||||||||||||||||||||
| September 1, 2030 | ||||||||||||||||||||
| February 15, 2031 | ||||||||||||||||||||
| July 15, 2032 | ||||||||||||||||||||
Plus: debt premium, net of discount | ||||||||||||||||||||
| Less: deferred financing costs | ( | ( | ||||||||||||||||||
| Long-term debt, net | $ | $ | ||||||||||||||||||
| Finance lease obligations | $ | $ | ||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||
| Finance lease obligations, less current portion | $ | $ | ||||||||||||||||||
Our indebtedness as of September 30, 2026 and December 31, 2025 consists of various tranches of senior unsecured notes as shown in the table above. We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our $650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued. Refer to Note 14: Debt of our 2025 Annual Report for additional information related to our indebtedness.
Revolving Credit Facility
As of September 30, 2026, we had $645.8 million available under the Revolving Credit Facility, net of $4.2 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2026, no amounts had been drawn against these outstanding letters of credit.
During April 2026, the Company entered into a technical amendment to the Revolving Credit Facility correcting and clarifying certain details to conform the language with the intention of the Fourteenth Amendment that was signed in September 2025.
Accrued Interest
Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, accrued interest totaled $19.4 million and $48.6 million, respectively.
11. Commitments and Contingencies
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.
Other Matters
Following the February 2026 ruling by the United States Supreme Court striking down certain tariffs imposed under the International Emergency Economic Powers Act, U.S. Customs and Border Protection has since announced steps toward an administrative process to address potential tariff refunds. However, the availability, timing, and amount of potential refunds remain uncertain and are subject to ongoing legal, regulatory, and administrative developments.
14
12. Shareholders' Equity
Cash Dividends
In the three and nine months ended September 30, 2026, we paid aggregate cash dividends of $17.5 million and $52.4 million, respectively, compared to $17.5 million and $52.9 million in the three and nine months ended September 30, 2025, respectively. In October 2026, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in November 2026 to shareholders of record as of November 11, 2026.
Treasury Shares
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board at any time. Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. In September 2023, our Board of Directors authorized a $500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.
In the three months ended September 30, 2026 and September 30, 2025, we did not 0.7 million and 4.2 million ordinary shares for $25.1 million and $120.6 million, respectively. All share repurchases in the three and nine months ended September 30, 2026 and 2025 were made under the September 2023 Program. As of September 30, 2026, $257.3 million remained available for repurchase under the September 2023 Program.
Accumulated Other Comprehensive Income/Loss
The following table presents the components of accumulated other comprehensive income/loss for the nine months ended September 30, 2026:
| Cash Flow Hedges | Defined Benefit and Retiree Healthcare Plans | Cumulative Translation Adjustment | Accumulated Other Comprehensive Income/Loss | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income before reclassifications, net of tax | ||||||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive income/loss, net of tax | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | $ | |||||||||||||||||||||
15
The following table presents the amounts reclassified from accumulated other comprehensive income/loss for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended September 30, | For the nine months ended September 30, | Affected Line in Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||||||||
| Component | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Derivative instruments designated and qualifying as cash flow hedges: | ||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | ( | Net revenue (1) | ||||||||||||||||||||||||||
| Foreign currency forward contracts | ( | ( | Cost of revenue (1) | |||||||||||||||||||||||||||||
| Total, before taxes | ( | ( | Income/(loss) before taxes | |||||||||||||||||||||||||||||
| Income tax effect | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||||
| Total, net of taxes | $ | ( | $ | $ | ( | $ | Net income/(loss) | |||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | ||||||||||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | $ | $ | $ | $ | Other, net | |||||||||||||||||||||||||||
| Defined benefit and retiree healthcare plans | Restructuring and other charges, net | |||||||||||||||||||||||||||||||
| Total, before taxes | Income before taxes | |||||||||||||||||||||||||||||||
| Income tax effect | ( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||
| Total, net of taxes | $ | $ | $ | $ | Net income/(loss) | |||||||||||||||||||||||||||
___________________________________
(1) Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive income/loss in future periods.
13. Fair Value Measures
Measured on a Recurring Basis
The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 are shown in the below table.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash equivalents (Level 1) | $ | $ | |||||||||
| Foreign currency forward contracts (Level 2) | |||||||||||
| Commodity forward contracts (Level 2) | |||||||||||
| Total | $ | $ | |||||||||
| Liabilities | |||||||||||
| Foreign currency forward contracts (Level 2) | $ | $ | |||||||||
| Commodity forward contracts (Level 2) | |||||||||||
| Total | $ | $ | |||||||||
Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.
Measured on a Nonrecurring Basis
In the third quarter of 2025, we determined that our Dynapower reporting unit was impaired, and we recorded a $225.7 million non-cash impairment charge. If Dynapower does not achieve the forecasted future cash flows, or if the discount rate or other assumptions were to change, it is reasonably possible that additional impairments of the remaining $4.1 million of goodwill may be recognized in the future. No
16
Financial Instruments Not Recorded at Fair Value
The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Carrying Value(1) | Fair Value | Carrying Value(1) | Fair Value | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
___________________________________
(1) Excluding any related debt discounts, premiums, and deferred financing costs.
14. Derivative Instruments and Hedging Activities
Foreign Currency Derivatives
As of September 30, 2026, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging:
| Notional (in millions) | Effective Date(s) | Maturity Date(s) | Index (Exchange Rates) | Weighted-Average Strike Rate | Hedge Designation (1) | |||||||||||||||||||||||||||
| Various from December 2024 to September 2026 | Various from October 2026 to September 2028 | Euro ("EUR") to USD | Cash flow hedge | |||||||||||||||||||||||||||||
| Various from December 2024 to September 2026 | Various from October 2026 to September 2028 | USD to Mexican Peso ("MXN") | Cash flow hedge | |||||||||||||||||||||||||||||
| Various from December 2024 to September 2026 | Various from October 2026 to September 2028 | British Pound Sterling ("GBP") to USD | Cash flow hedge | |||||||||||||||||||||||||||||
___________________________________
17
As of September 30, 2026, we estimate that $19.5 million of net gain will be reclassified from accumulated other comprehensive income/loss to earnings during the twelve-month period ending September 30, 2027.
Financial Instrument Presentation
The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | Balance Sheet Location | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other assets | Other long-term liabilities | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Commodity forward contracts | Prepaid expenses and other current assets | $ | $ | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||||||||||||||
| Commodity forward contracts | Other assets | Other long-term liabilities | |||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the three months ended September 30, 2026 and 2025:
| Derivatives designated as hedging instruments | Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/Loss into Net Income/(Loss) | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/Loss into Net Income/(Loss) | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | Net revenue | $ | ( | $ | ( | |||||||||||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | Cost of revenue | $ | $ | ( | |||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | Amount of (Loss)/Gain Recognized in Net Income/(Loss) | Location of (Loss)/Gain Recognized in Net Income/(Loss) | ||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Commodity forward contracts | $ | $ | Other, net | |||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | Other, net | ||||||||||||||||
The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) for the nine months ended September 30, 2026 and 2025:
| Derivatives designated as hedging instruments | Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income | Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/Loss into Net Income/(Loss) | Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Income/Loss into Net Income/(Loss) | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | Net revenue | $ | ( | $ | |||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | Cost of revenue | $ | $ | ( | ||||||||||||||||||||||||||
18
| Derivatives not designated as hedging instruments | Amount of Gain/(Loss) Recognized in Net Income/(Loss) | Location of Gain/(Loss) Recognized in Net Income/(Loss) | ||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Commodity forward contracts | $ | $ | Other, net | |||||||||||||||||
| Foreign currency forward contracts | $ | $ | ( | Other, net | ||||||||||||||||
Credit Risk Related Contingent Features
We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.
15. Segment Reporting
We present financial information for three reportable segments, Automotive, Industrials, and Aerospace, Defense, and Commercial Equipment. In the last quarter of 2025, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy. Refer to Note 1: Basis of Presentation for additional information. Our operating segments are business segments that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.
An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment. Corporate and other costs excluded from a segment’s performance are separately stated below and include costs that are related to functional areas such as finance, information technology, legal, and human resources. The CODM uses operating income primarily in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of resources to each segment. We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments. However, the measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared with U.S. GAAP. The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2: Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2025 Annual Report.
The Automotive segment primarily serves the Automotive OEM and aftermarket industries through the development and manufacturing of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.
Industrials primarily serves industrial customers through the development and manufacturing of a broad portfolio of application-specific sensor, power management, and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, material handling, charging infrastructure, renewable energy generation, and microgrid applications and markets.
The Aerospace, Defense, and Commercial Equipment segment primarily serves the aerospace, including commercial aircraft, defense, and commercial equipment, which includes on-road truck, construction, and agriculture markets, through the development and manufacture of a variety of sensors, electrical protection products, operator controls, and other solutions that are used in mission-critical systems and applications.
19
The following table presents net revenue, operating expenses, and operating income for the reportable segments and other operating results not allocated to our reportable segments for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
Automotive (1,2) | $ | $ | $ | $ | |||||||||||||||||||
Industrials (1) | |||||||||||||||||||||||
Aerospace, Defense, and Commercial Equipment (1) | |||||||||||||||||||||||
| Total net revenue | $ | $ | $ | $ | |||||||||||||||||||
Segment cost of revenue: | |||||||||||||||||||||||
Automotive | $ | $ | $ | $ | |||||||||||||||||||
Industrials | |||||||||||||||||||||||
Aerospace, Defense, and Commercial Equipment | |||||||||||||||||||||||
Total segment cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
Segment operating expenses (3): | |||||||||||||||||||||||
Automotive (1) | $ | $ | $ | $ | |||||||||||||||||||
Industrials (1) | |||||||||||||||||||||||
Aerospace, Defense, and Commercial Equipment (1) | |||||||||||||||||||||||
Total segment operating expenses | $ | $ | $ | $ | |||||||||||||||||||
Segment operating income (as defined above): | |||||||||||||||||||||||
Automotive (1) | $ | $ | $ | $ | |||||||||||||||||||
Industrials (1) | |||||||||||||||||||||||
Aerospace, Defense, and Commercial Equipment (1) | |||||||||||||||||||||||
Total segment operating income | |||||||||||||||||||||||
Corporate and other(1) | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Goodwill impairment charge | ( | ( | |||||||||||||||||||||
| Restructuring and other charges, net | ( | ( | ( | ( | |||||||||||||||||||
| Operating income/(loss) | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Income/(loss) before taxes | $ | $ | ( | $ | $ | ||||||||||||||||||
___________________________________
(1) The amounts previously reported for the three and nine months ended September 30, 2025 have been retrospectively recast to reflect the segment realignment as discussed in Note 1: Basis of Presentation.
(2) During the third quarter of 2026, we received a payment of $24.0 million from a customer related to the cancellation of an electric vehicle program.
(3) Segment operating expenses include research, development, and engineering, and selling, general and administrative expenses associated with each segment.
20
The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Automotive | $ | $ | $ | $ | |||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Aerospace, Defense, and Commercial Equipment | |||||||||||||||||||||||
Corporate and other (1) | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
__________________________
(1)Included within corporate and other is depreciation expense, amortization of intangible assets, and accelerated depreciation recognized in connection with restructuring actions. We do not allocate these amounts to our segments. This treatment is consistent with the financial information reviewed by our chief operating decision maker.
The following table presents additions to property, plant and equipment ("PP&E") and capitalized software for our reportable segments and corporate and other for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Additions to property, plant and equipment and capitalized software: | |||||||||||||||||||||||
| Automotive | $ | $ | $ | $ | |||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Aerospace, Defense, and Commercial Equipment | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total additions to property, plant and equipment and capitalized software | $ | $ | $ | $ | |||||||||||||||||||
Geographic Area Information
The following tables present net revenue by geographic area and by significant country for the three and nine months ended September 30, 2026 and 2025. In these tables, net revenue is aggregated according to the location of our subsidiaries.
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia and rest of world | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| China | |||||||||||||||||||||||
| The Netherlands | |||||||||||||||||||||||
| United Kingdom | |||||||||||||||||||||||
| All other | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
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The following tables present PP&E, net, by geographic area and by significant country as of September 30, 2026 and December 31, 2025. In these tables, PP&E, net is aggregated based on the location of our subsidiaries.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Property, plant and equipment, net: | |||||||||||
| Americas | $ | $ | |||||||||
| Europe | |||||||||||
| Asia and rest of world | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Property, plant and equipment, net: | |||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| Mexico | |||||||||||
| Bulgaria | |||||||||||
| United Kingdom | |||||||||||
| Malaysia | |||||||||||
| All other | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
16. Disposals
Magnetic Speed and Position Business ("MSP Business")
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Cautionary Statements Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q 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, trends, 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 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 described in Item 1A: Risk Factors included in our 2025 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included 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.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations supplements, and should be read in conjunction with, the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto (the "Financial Statements") included elsewhere in this Report. Amounts and percentages in the following discussions and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
Overview
Net revenue for the three months ended September 30, 2026 was $1,003.6 million, an increase of 7.7% on a reported basis compared to $932.0 million in the prior period. Excluding an increase of 0.9% attributed to changes in foreign currency exchange rates, net revenue increased 6.8% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A"), is a financial measure not presented in accordance with U.S. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline). Net revenue for the nine months ended September 30, 2026 was $2,929.1 million, an increase of 5.1% on a reported basis compared to $2,786.6 million in the prior period. Excluding an increase of 1.4% attributed to changes in foreign currency exchange rates and a decrease of 1.4% related to the effect of disposals, net revenue increased 5.1% on an organic basis.
Operating income for the three months ended September 30, 2026 was $175.3 million (17.5% of net revenue), an increase of $298.1 million compared to operating loss of $122.9 million (13.2% of net revenue) in the three months ended September 30, 2025. Operating income for the nine months ended September 30, 2026 was $482.3 million (16.5% of net revenue), an increase of $344.9 million compared to operating income of $137.4 million (4.9% of net revenue) in the nine months ended September 30, 2025. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and nine months ended September 30, 2026 compared to the prior periods.
We generated $557.8 million of operating cash flows in the nine months ended September 30, 2026, ending the quarter with $553.4 million in cash and cash equivalents. During the nine months ended September 30, 2026, we allocated capital across several priorities, including $433.2 million for reduction of debt, $68.5 million for capital expenditures, $52.4 million for payment of dividends, and $25.1 million for share repurchases as part of our share repurchase plan.
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Results of Operations
The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. We have derived the results of operations from the Financial Statements included elsewhere in this Report. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended | For the nine months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Automotive | $ | 555.8 | 55.4 | % | $ | 535.8 | 57.5 | % | $ | 1,629.9 | 55.6 | % | $ | 1,595.5 | 57.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrials | 209.8 | 20.9 | 186.3 | 20.0 | 597.2 | 20.4 | 571.0 | 20.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace, Defense, and Commercial Equipment | 238.0 | 23.7 | 209.9 | 22.5 | 702.0 | 24.0 | 620.2 | 22.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue | 1,003.6 | 100.0 | 932.0 | 100.0 | 2,929.1 | 100.0 | 2,786.6 | 100.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating costs and expenses | 828.4 | 82.5 | 1,054.9 | 113.2 | 2,446.8 | 83.5 | 2,649.2 | 95.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income/(loss) | 175.3 | 17.5 | (122.9) | (13.2) | 482.3 | 16.5 | 137.4 | 4.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (30.0) | (3.0) | (37.7) | (4.0) | (96.8) | (3.3) | (113.4) | (4.1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 2.5 | 0.2 | 5.3 | 0.6 | 9.9 | 0.3 | 14.1 | 0.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | 6.2 | 0.6 | 6.9 | 0.7 | 6.6 | 0.2 | 9.9 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income/(loss) before taxes | 154.0 | 15.3 | (148.4) | (15.9) | 402.0 | 13.7 | 48.0 | 1.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 39.8 | 4.0 | 14.1 | 1.5 | 98.6 | 3.4 | 79.9 | 2.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | $ | 114.2 | 11.4 | % | $ | (162.5) | (17.4) | % | $ | 303.4 | 10.4 | % | $ | (31.9) | (1.1) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Revenue
Net revenue for the three months ended September 30, 2026 increased 7.7% compared to the prior period, which includes $24.0 million related to an electric vehicle program cancellation. Net revenue increased 6.8% on an organic basis, which excludes an increase of 0.9% attributed to changes in foreign currency exchange rates.
Net revenue for the nine months ended September 30, 2026 increased 5.1% compared to the prior period. Net revenue increased 5.1% on an organic basis, which excludes an increase of 1.4% attributed to changes in foreign currency exchange rates and a decrease of 1.4% due primarily to the effects of a divestiture in the first quarter of 2025. Refer to Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information.
Automotive
Automotive net revenue for the three months ended September 30, 2026 increased 3.7% compared to the prior period, which includes $24.0 million related to an electric vehicle program cancellation. Excluding an increase of 1.1% attributed to changes in foreign currency exchange rates, Automotive net revenue increased 2.6% on an organic basis compared to the prior period, which was primarily due to the termination revenue from the previously mentioned program cancellation, partially offset by a decrease in light vehicle production.
Automotive net revenue for the nine months ended September 30, 2026 increased 2.2% compared to the prior period. Excluding an increase of 1.7% attributed to changes in foreign currency exchange rates and a decrease of 1.3% due to the effects of a divestiture, Automotive net revenue increased 1.8% on an organic basis compared to the prior period, which was primarily due to content growth, partially offset by a decrease in light vehicle production.
Industrials
Industrials net revenue for the three months ended September 30, 2026 increased 12.6% compared to the prior period. Excluding an increase of 0.8% attributed to changes in foreign currency exchange rates, Industrials net revenue grew 11.8% on an organic basis compared to the prior period, which primarily reflects content growth in our Industrials business segment.
Industrials net revenue for the nine months ended September 30, 2026 increased 4.6% compared to the prior period. Excluding an increase of 1.1% attributed to changes in foreign currency exchange rates and a decrease of 1.8% due to the effect of
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divestitures, Industrials net revenue grew 5.3% on an organic basis compared to the prior period, which primarily reflects content growth in our Industrials business segment.
Aerospace, Defense, and Commercial Equipment
Aerospace, Defense, and Commercial Equipment net revenue for the three months ended September 30, 2026 increased 13.4% compared to the prior period. Excluding an increase of 0.2% attributed to changes in foreign currency exchange rates, Aerospace, Defense, and Commercial Equipment net revenue grew 13.2% on an organic basis due to growth in our commercial equipment and aerospace business and product mix in the markets we serve.
Aerospace, Defense, and Commercial Equipment net revenue for the nine months ended September 30, 2026 increased 13.2% compared to the prior period. Excluding an increase of 0.9% attributed to changes in foreign currency exchange rates and a decrease of 1.2% due to the effects of a divestiture, Aerospace, Defense, and Commercial Equipment net revenue grew 13.5% on an organic basis due to growth in our commercial equipment and aerospace businesses and product mix in the markets we serve.
Operating Costs and Expenses
Operating costs and expenses for the three and nine months ended September 30, 2026 and 2025 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended | For the nine months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 671.7 | 66.9 | % | $ | 672.6 | 72.2 | % | $ | 2,009.0 | 68.6 | % | $ | 1,968.4 | 70.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 33.4 | 3.3 | 33.0 | 3.5 | 97.2 | 3.3 | 102.4 | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 95.9 | 9.6 | 85.8 | 9.2 | 279.8 | 9.6 | 259.6 | 9.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 15.7 | 1.6 | 19.6 | 2.1 | 47.2 | 1.6 | 61.4 | 2.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill impairment charge | — | — | 225.7 | 24.2 | — | — | 225.7 | 8.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and other charges, net | 11.7 | 1.2 | 18.2 | 1.9 | 13.6 | 0.5 | 31.8 | 1.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating costs and expenses | $ | 828.4 | 82.5 | % | $ | 1,054.9 | 113.2 | % | $ | 2,446.8 | 83.5 | % | $ | 2,649.2 | 95.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue
For the three months ended September 30, 2026, cost of revenue as a percentage of net revenue decreased from the prior period, primarily due to organic revenue growth and the absence of charges for a slower than expected adoption of electric vehicles in the current period, partially offset by the net impacts of inflation on material and logistics costs and tariffs.
For the nine months ended September 30, 2026, cost of revenue as a percentage of net revenue decreased from the prior period, primarily due to the favorable effects of the MSP divestiture in the first quarter of 2025 and organic revenue growth, partially offset by the net impacts of inflation on material and logistics costs and tariffs.
Research and development expense
For the three and nine months ended September 30, 2026, research and development expense did not fluctuate materially from the prior period.
Selling, general and administrative expense
For the three and nine months ended September 30, 2026, selling, general and administrative expense did not fluctuate materially from the prior period.
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Amortization of intangible assets
For the three and nine months ended September 30, 2026, amortization of intangible assets decreased from the prior period, primarily due to the effect of amortization of intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.
Goodwill impairment charge
In the third quarter of 2025, we recorded a $225.7 million non-cash impairment charge for our Dynapower reporting unit within the Industrials segment. The primary indicators of impairment were a lower outlook within certain markets that the reporting unit operates in following recent tax legislation being enacted, and a strategic shift to focus on other markets. This revised outlook led to downward revisions of forecasted future cash flows. No such impairment charges were identified in the third quarter of 2026.
Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.
Restructuring and other charges, net
In the three and nine months ended September 30, 2026, restructuring and other charges, net decreased from the prior period, primarily due to higher transaction-related charges in 2025 corresponding to the business divestitures that took place in that year, partially offset by higher charges related to the Transformation Plan in the current period.
Refer to Note 5: Restructuring and Other Charges, Net, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.
Operating Income/(Loss)
For the three months ended September 30, 2026, operating income was $175.3 million, compared to operating loss of $122.9 million in the prior period. This favorable impact was driven primarily by (1) higher revenue in the current period, (2) a goodwill impairment charge taken in the prior year, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by the net impacts of inflation on material and logistics costs.
For the nine months ended September 30, 2026, operating income was $482.3 million, compared to operating income of $137.4 million in the prior period. This favorable impact was driven primarily by (1) higher revenue in the current period, (2) a goodwill impairment charge taken in the prior year, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by the net impacts of inflation on material and logistics costs.
Interest Expense
For the three and nine months ended September 30, 2026, interest expense did not fluctuate materially from the prior period.
Interest Income
For the three and nine months ended September 30, 2026, interest income did not fluctuate materially from the prior period.
Other, Net
Other, net primarily includes gains and losses related to currency remeasurement adjustments, foreign currency and commodity forward contracts not designated as hedging instruments, mark-to-market investments, debt refinancing, and the portion of our net periodic benefit cost excluding service cost.
For the three months ended September 30, 2026, other, net represented a net gain of $6.2 million, an unfavorable impact on
earnings of $0.7 million compared to a net gain of $6.9 million in the prior period. This unfavorable impact was primarily due to a lower gain on commodity forward contracts, partially offset by the gain on equity investments in the current period.
For the nine months ended September 30, 2026, other, net represented a net gain of $6.6 million, an unfavorable impact on
earnings of $3.3 million compared to a net gain of $9.9 million in the prior period. This unfavorable impact was primarily due to a lower gain on commodity forward contracts in the current year, partially offset by the gain on debt financing transactions and gain on equity investments in the current period.
Refer to Note 13: Fair Value Measures and Note 6: Other, Net of the Financial Statements, included elsewhere in this Report, for additional details of our hedge accounting contracts and the components of other, net, respectively.
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Provision for Income Taxes
The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.
Non-GAAP Financial Measures
This section provides additional information regarding certain non-GAAP financial measures, including organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share ("EPS"), free cash flow, adjusted corporate and other expenses, net debt, gross and net leverage ratio, and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), which are used by our management, Board of Directors, and investors. 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.
The use of our non-GAAP financial measures has limitations. They should be considered as supplemental in nature and are not intended to be considered in isolation from, or as an alternative to, reported net revenue growth (or decline), operating income, operating margin, net income, diluted EPS, net cash provided by operating activities, corporate and other expenses, or total debt and finance lease obligations, respectively, calculated in accordance with U.S. GAAP. In addition, our measures of organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, free cash flow, adjusted corporate and other expenses, gross and net leverage ratio, and adjusted EBITDA may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.
Organic revenue growth (or decline) and market outgrowth
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, divestitures, and product life-cycle management actions for the 12-month period following the respective transaction date(s).
We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior period.
Market outgrowth is calculated as organic revenue growth less our weighted market growth. Our weighted market growth is calculated using our regional and platform sales mix, as applicable, in the corresponding prior period. Market outgrowth is used to describe the impact of an increasing quantity and value of our products used in customer systems and applications above market growth. We believe this provides a more meaningful comparison of our revenue growth relative to the markets we serve.
Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS
We define adjusted operating income as operating income (or loss), determined in accordance with U.S. GAAP, adjusted to exclude certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue determined in accordance with U.S. GAAP. We define adjusted net income as follows: net income (or loss) determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted EPS is calculated by dividing adjusted net income by the number of diluted weighted-average ordinary shares outstanding in the period as determined in accordance with U.S. GAAP.
Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS (and the constant currency equivalent of each) as measures of operating performance, for planning purposes (including the preparation of our annual operating budget), to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies, in communications with our Board of Directors and investors concerning our financial performance, and as factors in determining compensation for certain employees. We believe investors and securities analysts
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also use these non-GAAP financial measures in their evaluation of our performance and the performance of other similar companies. These non-GAAP financial measures are not measures of liquidity.
Free cash flow
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 scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.
Adjusted corporate and other expenses
Adjusted corporate and other expenses is defined as corporate and other expenses calculated in accordance with U.S. GAAP, excluding the portion of non-GAAP adjustments described below that relate to corporate and other expenses. We believe adjusted corporate and other expenses is useful to management and investors in understanding the impact of non-GAAP adjustments on operating expenses not allocated to our segments.
Adjusted EBITDA
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. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.
Gross leverage ratio
Gross leverage ratio represents gross debt (total debt and finance lease obligations less unamortized issue costs) 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 leverage ratio
Net leverage ratio represents net debt (gross debt less cash and cash equivalents) 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.
Non-GAAP adjustments
Many of our non-GAAP adjustments relate to a series of strategic initiatives developed by our management aimed at better positioning us for future revenue growth and an improved cost structure. These initiatives have been modified from time to time to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives include, among other items, acquisitions, divestitures, restructurings of certain business, supply chain or corporate activities, and various financing transactions. We describe these adjustments in more detail below, each of which is net of current tax impacts, as applicable.
•Restructuring related and other: includes net charges related to certain restructuring and other exit activities, other costs (or income) that we believe are either unique or unusual to the identified reporting period, and the impact of commodity forward contracts that we believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our manufacturing processes to increase productivity. This type of activity occurs periodically; however, each action is unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial statements and analyses that management uses in connection with financial planning and in its review and assessment of our operating and financial performance, including the performance of our segments.
•Financing and other transaction costs: includes costs incurred, such as legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, adjustments related to changes in the fair value of acquisition-related contingent consideration amounts.
•Amortization of intangible assets: represents amortization of intangible assets.
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•Other, net: includes non-operating expenses (or non-operating income) recorded within Other, net on our condensed consolidated statements of operations. Refer to Note 6: Other, Net of the Financial Statements, included elsewhere in this Quarterly Report, for additional details of the components of Other, net.
•Deferred taxes and other tax related: includes adjustments for deferred taxes and other timing differences including, but not limited to, book-to-tax basis differences on the fair value of intangible assets and goodwill, the utilization of net operating losses, and adjustments to our valuation allowance in connection with certain transactions and tax law changes. Other tax related items include certain adjustments to unrecognized tax benefits and withholding tax on repatriation of foreign earnings.
•Amortization of debt issuance costs: represents interest expense related to the amortization of deferred financing costs as well as debt discounts, net of premiums.
•Where applicable, the current income tax effect of non-GAAP adjustments.
Our definition of adjusted net income excludes the deferred provision for (or benefit from) income taxes and other tax related items described above. As we treat deferred income taxes as an adjustment to compute adjusted net income, the deferred income tax effect associated with the reconciling items presented below would not change adjusted net income for any period presented.
Non-GAAP reconciliations
The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the three months ended September 30, 2026 and 2025. Refer to the Non-GAAP Adjustments section above for additional information regarding these adjustments. Amounts and percentages in the tables below have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the three months ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 175.3 | 17.5 | % | $ | 39.8 | $ | 114.2 | $ | 0.78 | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 24.4 | 2.4 | (0.8) | 23.6 | 0.16 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets | 15.7 | 1.6 | — | 15.7 | 0.11 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 1.1 | 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | — | — | 0.2 | (6.0) | (0.04) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred taxes and other tax related | — | — | 18.0 | 18.0 | 0.12 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 40.1 | 4.0 | 17.4 | 52.3 | 0.36 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 215.3 | 21.5 | % | $ | 22.4 | $ | 166.5 | $ | 1.13 | ||||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating (Loss)/Income | Operating Margin | Income Taxes | Net (Loss)/Income | Diluted EPS | |||||||||||||||||||||||||||
| Reported (GAAP) | $ | (122.9) | (13.2) | % | $ | 14.1 | $ | (162.5) | $ | (1.12) | ||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 267.9 | 28.7 | (4.0) | 263.9 | 1.81 | |||||||||||||||||||||||||||
Financing and other transaction costs (b) | 15.0 | 1.6 | — | 15.0 | 0.10 | |||||||||||||||||||||||||||
Amortization of intangible assets | 19.6 | 2.1 | — | 19.6 | 0.13 | |||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 1.2 | 0.01 | |||||||||||||||||||||||||||
Other, net | — | — | 1.4 | (5.4) | (0.04) | |||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | (2.1) | (2.1) | (0.01) | |||||||||||||||||||||||||||
| Total adjustments | 302.5 | 32.5 | (4.7) | 292.1 | 2.01 | |||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 179.6 | 19.3 | % | $ | 18.8 | $ | 129.6 | $ | 0.89 | ||||||||||||||||||||||
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The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the nine months ended September 30, 2026 and 2025.
| For the nine months ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 482.3 | 16.5 | % | $ | 98.6 | $ | 303.4 | $ | 2.07 | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 58.4 | 2.0 | (4.1) | 54.4 | 0.37 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | (5.2) | (0.2) | 0.1 | (5.1) | (0.03) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 47.2 | 1.6 | — | 47.2 | 0.32 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 3.2 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other, net | — | — | (0.2) | (6.9) | (0.05) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred taxes and other tax related | — | — | 39.5 | 39.5 | 0.27 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 100.4 | 3.4 | 35.2 | 132.3 | 0.90 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 582.7 | 19.9 | % | $ | 63.3 | $ | 435.7 | $ | 2.97 | ||||||||||||||||||||||||||||||||||||||||||||||
| For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | Operating Income | Operating Margin | Income Taxes | Net Income | Diluted EPS | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reported (GAAP) | $ | 137.4 | 4.9 | % | $ | 79.9 | $ | (31.9) | $ | (0.22) | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring related and other (a) | 302.5 | 10.9 | (3.1) | 299.4 | 2.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financing and other transaction costs (b) | 24.0 | 0.9 | 0.1 | 24.1 | 0.16 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 61.4 | 2.2 | — | 61.4 | 0.42 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | — | — | — | 3.5 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other, net | — | — | 0.9 | (9.1) | (0.06) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred taxes and other tax related | — | — | 26.2 | 26.2 | 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | 387.9 | 13.9 | 24.0 | 405.5 | 2.76 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted (non-GAAP) | $ | 525.2 | 18.8 | % | $ | 55.9 | $ | 373.6 | $ | 2.54 | ||||||||||||||||||||||||||||||||||||||||||||||
(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and nine months ended September 30, 2026 and 2025 (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
Business and corporate repositioning (i) | $ | 14.3 | $ | 6.1 | $ | 40.0 | $ | 40.4 | |||||||||||||||||||||||||||
Other (ii) | 10.1 | 261.8 | 18.4 | 262.1 | |||||||||||||||||||||||||||||||
Income tax effect | (0.8) | (4.0) | (4.1) | (3.1) | |||||||||||||||||||||||||||||||
Total non-GAAP restructuring related and other | $ | 23.6 | $ | 263.9 | $ | 54.4 | $ | 299.4 | |||||||||||||||||||||||||||
__________________________
i.Primarily includes charges related to repositioning our business and corporate functions to more effectively respond to the challenges that face the business, including severance, contract termination costs, charges related to asset write-downs, and other various restructuring-related charges.
ii.Relates primarily to $225.7 million in non-cash goodwill impairment charges recognized in the third quarter of 2025 related to the Dynapower reporting unit. Also includes costs related to optimization of our manufacturing processes to increase productivity and rationalize our manufacturing footprint and supply chain workforce rationalization in response to changing customer demand and recent U.S. Government policy changes.
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(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and nine months ended September 30, 2026 and 2025 (amounts have been calculated based on unrounded numbers; accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
Transaction loss (i) | $ | — | $ | 14.5 | $ | — | $ | 23.1 | |||||||||||||||||||||||||||
Merger and acquisition compensation arrangements (ii) | — | 0.5 | (6.3) | 0.9 | |||||||||||||||||||||||||||||||
Other | — | — | 1.1 | — | |||||||||||||||||||||||||||||||
Income tax effect | — | — | 0.1 | 0.1 | |||||||||||||||||||||||||||||||
Total financing and other transaction costs | $ | — | $ | 15.0 | $ | (5.1) | $ | 24.1 | |||||||||||||||||||||||||||
i.Primarily includes losses or gains related to the divestiture of a business, costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or other transaction. In the nine months ended September 30, 2025, this line includes costs and losses associated with the disposition of the MSP Business. Refer to Note 16: Disposals for further information on this transaction.
ii.Primarily relates to compensation arrangements entered into concurrent with the closing of an acquisition and compensation in connection with the closing of a transaction.
The following table provides a reconciliation of net cash provided by operating activities in accordance with U.S. GAAP to free cash flow.
| For the nine months ended September 30, | ||||||||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 557.8 | $ | 420.0 | ||||||||||||||||
| Additions to property, plant and equipment and capitalized software | (68.5) | (81.6) | ||||||||||||||||||
| Free cash flow (non-GAAP) | $ | 489.3 | $ | 338.4 | ||||||||||||||||
The following table provides a reconciliation of corporate and other expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Corporate and other expenses (GAAP) | $ | (79.3) | $ | (94.5) | $ | (226.9) | $ | (224.1) | ||||||||||||||||||||||||||||||
| Restructuring related and other | 12.7 | 37.8 | 38.9 | 66.4 | ||||||||||||||||||||||||||||||||||
| Financing and other transaction costs | — | 1.3 | 0.7 | 2.6 | ||||||||||||||||||||||||||||||||||
| Total adjustments | 12.7 | 39.1 | 39.6 | 69.1 | ||||||||||||||||||||||||||||||||||
| Adjusted corporate and other expenses (non-GAAP) | $ | (66.6) | $ | (55.4) | $ | (187.3) | $ | (155.1) | ||||||||||||||||||||||||||||||
The following table provides a reconciliation of net income/(loss) in accordance with U.S. GAAP to adjusted EBITDA.
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||
| (In millions) | LTM | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | $ | 366.7 | $ | 114.2 | $ | (162.5) | $ | 303.4 | $ | (31.9) | ||||||||||||||||||||||||||||||||||
| Interest expense, net | 117.6 | 27.5 | 32.4 | 86.9 | 99.3 | |||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 110.7 | 39.8 | 14.1 | 98.6 | 79.9 | |||||||||||||||||||||||||||||||||||||||
| Depreciation expense | 150.7 | 34.5 | 53.4 | 102.1 | 127.7 | |||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 66.1 | 15.7 | 19.6 | 47.2 | 61.4 | |||||||||||||||||||||||||||||||||||||||
| EBITDA | 811.7 | 231.7 | (43.1) | 638.2 | 336.3 | |||||||||||||||||||||||||||||||||||||||
| Non-GAAP adjustments | ||||||||||||||||||||||||||||||||||||||||||||
| Restructuring related and other | 87.1 | 22.6 | 247.0 | 54.1 | 274.0 | |||||||||||||||||||||||||||||||||||||||
| Financing and other transaction costs | 5.7 | — | 15.0 | (5.2) | 24.0 | |||||||||||||||||||||||||||||||||||||||
| Other, net | (12.6) | (6.2) | (6.9) | (6.6) | (9.9) | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 891.9 | $ | 248.1 | $ | 212.1 | $ | 680.4 | $ | 624.4 | ||||||||||||||||||||||||||||||||||
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The following table provides a reconciliation of total debt and finance lease obligations in accordance with U.S. GAAP to gross and net debt balances and leverage ratios.
| (Dollars in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | 2.5 | $ | 2.3 | ||||||||||||||||
| Finance lease obligations, less current portion | 17.3 | 18.9 | ||||||||||||||||||
| Long-term debt, net | 2,393.2 | 2,828.6 | ||||||||||||||||||
| Total debt and finance lease obligations | 2,413.0 | 2,849.7 | ||||||||||||||||||
Less: debt premium, net | 0.1 | 0.5 | ||||||||||||||||||
| Less: deferred financing costs | (14.2) | (17.9) | ||||||||||||||||||
| Total gross indebtedness | $ | 2,427.1 | $ | 2,867.2 | ||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 891.9 | $ | 835.9 | ||||||||||||||||
| Gross leverage ratio | 2.7 | 3.4 | ||||||||||||||||||
| Total gross indebtedness | $ | 2,427.1 | $ | 2,867.2 | ||||||||||||||||
| Less: cash and cash equivalents | 553.4 | 573.0 | ||||||||||||||||||
| Net debt | $ | 1,873.7 | $ | 2,294.2 | ||||||||||||||||
| Adjusted EBITDA (LTM) | $ | 891.9 | $ | 835.9 | ||||||||||||||||
| Net leverage ratio | 2.1 | 2.7 | ||||||||||||||||||
Liquidity and Capital Resources
As of September 30, 2026 and December 31, 2025, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| United Kingdom | $ | 4.5 | $ | 3.6 | |||||||
| United States | 7.9 | 8.0 | |||||||||
| The Netherlands | 307.7 | 421.8 | |||||||||
| China | 159.8 | 80.7 | |||||||||
| Other | 73.6 | 58.9 | |||||||||
| Total | $ | 553.4 | $ | 573.0 | |||||||
The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner.
In certain jurisdictions, our cash balances are subject to withholding taxes immediately upon withdrawal of funds to a different jurisdiction. In addition, in order to take advantage of incentive programs offered by various jurisdictions, including tax incentives, we are required to maintain minimum cash balances in these jurisdictions. The transfer of cash from these jurisdictions could result in loss of incentives or higher cash tax expense, but those impacts are not expected to be material.
32
Our cash and cash equivalents balances are held in the following significant currencies (amounts in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):
As of September 30, 2026 | |||||||||||||||||||||||||||||
| (In millions) | United States Dollar ("USD") | Euro ("EUR") | British Pound Sterling ("GBP") | Chinese Renminbi ("CNY") | Other | ||||||||||||||||||||||||
| United Kingdom | $ | 0.0 | € | 0.0 | £ | 2.6 | ¥ | — | |||||||||||||||||||||
| United States | 7.8 | 0.0 | — | — | |||||||||||||||||||||||||
| The Netherlands | 300.0 | 5.7 | 0.9 | — | |||||||||||||||||||||||||
| China | 33.2 | — | — | 848.3 | |||||||||||||||||||||||||
| Other | 48.6 | 6.5 | 0.0 | — | |||||||||||||||||||||||||
| Total | $ | 389.7 | € | 12.3 | £ | 3.5 | ¥ | 848.3 | |||||||||||||||||||||
| USD Equivalent | $ | 13.9 | $ | 4.7 | $ | 126.5 | $ | 18.6 | |||||||||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||||||||
| (In millions) | USD | EUR | GBP | CNY | Other | ||||||||||||||||||||||||
| United Kingdom | $ | — | € | 0.0 | £ | 2.6 | ¥ | — | |||||||||||||||||||||
| United States | 8.0 | 0.0 | 0.0 | — | |||||||||||||||||||||||||
| The Netherlands | 411.4 | 8.2 | 0.6 | — | |||||||||||||||||||||||||
| China | 20.1 | — | — | 423.3 | |||||||||||||||||||||||||
| Other | 43.8 | 1.9 | — | — | |||||||||||||||||||||||||
| Total | $ | 483.3 | € | 10.1 | £ | 3.2 | ¥ | 423.3 | |||||||||||||||||||||
| USD Equivalent | $ | 11.9 | $ | 4.3 | $ | 60.5 | $ | 13.0 | |||||||||||||||||||||
Cash Flows:
The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2026 and 2025. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
| For the nine months ended | |||||||||||
| (In millions) | September 30, 2026 | September 30, 2025 | |||||||||
| Net cash provided by/(used in): | |||||||||||
| Operating activities: | |||||||||||
Net income/(loss) adjusted for non-cash items | $ | 504.7 | $ | 443.6 | |||||||
| Changes in operating assets and liabilities, net | 53.1 | (23.6) | |||||||||
| Operating activities | 557.8 | 420.0 | |||||||||
| Investing activities | (62.7) | (44.4) | |||||||||
| Financing activities | (518.4) | (181.0) | |||||||||
| Effects of exchange rate differences | 3.7 | 3.1 | |||||||||
| Net change | $ | (19.6) | $ | 197.7 | |||||||
Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2026 increased compared to the corresponding period of the prior year, primarily due to higher cash provided by earnings and favorable changes in working capital.
Investing activities. Net cash used in investing activities for the nine months ended September 30, 2026 was $62.7 million compared to $44.4 million of cash used in the corresponding period of the prior year. This change was primarily due to proceeds received for the sale of the MSP Business in the first quarter of 2025, partially offset by higher capital expenditures in the prior period. For fiscal year 2026, we anticipate additions to PP&E and capitalized software of up to approximately $125.0 million, which we expect to fund with cash flows from operations.
33
Financing activities. Net cash used in financing activities for the nine months ended September 30, 2026 was $518.4 million compared to cash used in financing activities of $181.0 million in the corresponding period of the prior year. This change was primarily due to the settlement of our cash tender offer in the second quarter of 2026 and open market repurchases of debt in the current quarter, partially offset by a higher amount of cash paid to repurchase ordinary shares in the prior year.
Indebtedness and Liquidity
As of September 30, 2026, we had $2.4 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.
We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Capital Resources
Sources of liquidity
Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. As of September 30, 2026, we had $645.8 million available under the Revolving Credit Facility, net of $4.2 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2026, no amounts had been drawn against these outstanding letters of credit. This Revolving Credit Facility includes an accordion feature under which maximum borrowings may be increased under certain circumstances.
We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures, that the sources of liquidity described above will be sufficient to fund our operations, capital expenditures, dividend payments, ordinary share repurchases, and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, the amount of our debt may limit our ability to procure additional financing in the future.
Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of October 15, 2026, Standard & Poor's corporate credit rating for STBV was BB+ with a stable outlook and Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.
Restrictions and Covenants
The Credit Agreement provides that if our senior secured net leverage ratio exceeds a specified level, we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay some or all of the outstanding borrowings under the Senior Secured Credit Facilities. The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the nine months ended September 30, 2026.
The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources included in our 2025 Annual Report. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase programs and will be evaluated periodically with respect to future potential funding of those programs. As of September 30, 2026, we believe we were in compliance with all covenants and default provisions under our credit arrangements.
34
Share repurchase programs
From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have authorization for the September 2023 Program, under which approximately $257.3 million remained available as of September 30, 2026. In the nine months ended September 30, 2026, and 2025, we repurchased 0.7 million and 4.2 million ordinary shares under the September 2023 Program.
Dividends
In the nine months ended September 30, 2026 and 2025, we paid aggregate cash dividends of $52.4 million and $52.9 million, respectively. In October 2026, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in November 2026 to shareholders of record as of November 11, 2026.
Critical Accounting Policies and Estimates
For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates included in our 2025 Annual Report. The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first nine months of 2026.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
No significant changes to our market risk have occurred since December 31, 2025. For a discussion of market risks affecting us, refer to Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk included in our 2025 Annual Report.
Item 4.Controls and Procedures.
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer, our Chief Financial Officer, and our Chief Accounting Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer, our Chief Financial Officer, and our Chief Accounting Officer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
35
PART II—OTHER INFORMATION
Item 1.Legal Proceedings.
We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.
Item 1A.Risk Factors.
Information regarding risk factors appears in Part I, Item 1A: Risk Factors, included in our 2025 Annual Report. There have been no material changes to the risk factors disclosed therein.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (in shares) (1) | Weighted-Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs (in millions) | ||||||||||||||||||||||
| July 1 through July 31, 2026 | 2,291 | $ | 46.53 | — | $ | 257.3 | ||||||||||||||||||||
| August 1 through August 31, 2026 | 724 | $ | 46.29 | — | $ | 257.3 | ||||||||||||||||||||
| September 1 through September 30, 2026 | 3,149 | $ | 42.01 | — | $ | 257.3 | ||||||||||||||||||||
| Quarter total | 6,164 | $ | 44.19 | — | $ | 257.3 | ||||||||||||||||||||
___________________________________
(1) The total number of ordinary shares purchased includes ordinary shares that were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan. There were 2,291, 724, and 3,149 ordinary shares withheld in July 2026, August 2026, and September 2026, respectively, representing a total aggregate fair value of $0.3 million based on the closing price of our ordinary shares on the date of withholdings.
Item 3.Defaults Upon Senior Securities.
None.
Item 5. Other Information
(a) Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2026, Sensata Technologies, Inc., a wholly owned subsidiary of Sensata Technologies Holding plc (the “Company”) and Patrick Hertzke, Executive Vice President, Chief Growth and Transformation Officer, mutually agreed to a separation of employment. Since joining the Company, Mr. Hertzke has led several growth and transformation initiatives that are now being integrated into the Company's operating segments. Mr. Hertzke will continue in his current role through December 31, 2026 (“the Departure Date”) and will work together with the Company to ensure an orderly transition of his responsibilities through the Departure Date. Mr. Hertzke’s departure is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
In connection with his departure, Mr. Hertzke will execute a Release Agreement, which includes customary provisions relating to, among other things, a release of claims and non-disparagement obligations. Execution and effectiveness of the Release Agreement are conditions to Mr. Hertzke's receipt of severance benefits under the Company's Severance and Change-in-Control Plan (the “Severance Plan”). Subject to the effectiveness of the Release Agreement and compliance with its terms, Mr. Hertzke will be entitled to receive severance benefits in accordance with the Severance Plan and the terms of his outstanding equity awards. The material severance benefits include:
•Cash Severance: An amount equal to 12 months of base salary, payable in installments over a 12-month period beginning January 1, 2027 (the “Severance Period”).
36
•Bonus Payment: An amount equal to 100% of Mr. Hertzke’s target bonus, payable in installments during the Severance Period.
•Health Benefits: Continued participation in health and dental plans during the Severance Period, subject to COBRA and other applicable terms.
No additional severance, retention, consulting, transition, or other special compensation arrangements have been entered into in connection with his departure.
The foregoing summary is qualified in its entirety by reference to the Severance Plan, previously filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2024.
(c) Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
Item 6.Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 32.1 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. * | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. * | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. * | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. * | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. * | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
___________________________________
* Filed herewith
† Indicates management contract or compensatory plan, contract or arrangement.
37
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 thereunto duly authorized.
Date: October 27, 2026
SENSATA TECHNOLOGIES HOLDING PLC | ||
| /s/ Stephan von Schuckmann | ||
(Stephan von Schuckmann) Chief Executive Officer (Principal Executive Officer) | ||
/s/ Andrew Lynch | ||
(Andrew Lynch) Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| /s/ Richard Siedel | ||
(Richard Siedel) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
38
Execution Version
AMENDMENT NO. 1 TO DOMESTIC SECURITY AGREEMENT AND PARTIAL RELEASE UNDER DUTCH SECURITY DOCUMENTS
AMENDMENT NO. 1 TO DOMESTIC SECURITY AGREEMENT AND PARTIAL RELEASE UNDER DUTCH SECURITY DOCUMENTS dated as of October 26, 2026 (this “Amendment”), is entered into by and among SENSATA TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the other subsidiaries of STBV (as defined below) party to the Domestic Security Agreement (as defined below) (together with the Borrower, each a “Grantor”, and collectively, the “Grantors”), SENSATA TECHNOLOGIES B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“STBV”), MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent on behalf of the Lenders (in such capacity, the “Collateral Agent”), and the Lenders (constituting the Required Lenders) party hereto.
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, Sensata Technologies Intermediate Holding B.V., the Administrative Agent and certain lenders are parties to that certain Credit Agreement, dated as of May 12, 2011, as amended, restated, amended and restated, supplemented, waived or otherwise modified prior to the date hereof (as so amended, restated, amended and restated, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement);
WHEREAS, the Grantors and the Collateral Agent are parties to that certain Domestic Security Agreement, dated as of May 12, 2011, as amended, restated, amended and restated, supplemented, waived or otherwise modified prior to the date hereof (as so amended, restated, amended and restated, supplemented, waived or otherwise modified, the “Domestic Security Agreement”);
WHEREAS, STBV and the Collateral Agent are parties to certain Dutch Security Documents (as defined in the Credit Agreement);
WHEREAS, the Grantors and STBV have requested that the Collateral Agent and the Lenders consent to an amendment to the Domestic Security Agreement and a partial release of security under the Dutch Security Documents, in each case to exclude certain deposit accounts from the Collateral; and
WHEREAS, the Collateral Agent and the Lenders party hereto consent to the amendment of the Domestic Security Agreement and the partial release of security under the Dutch Security Documents and the other terms and provisions hereof, and the parties hereto desire to amend the Domestic Security Agreement and partially release security under the Dutch Security Documents as set forth herein, as authorized by Section 10.01 of the Credit Agreement and the applicable amendment provisions of the Domestic Security Agreement and release provisions under the Dutch Security Documents.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
SECTION 1.Amendment to Domestic Security Agreement. Subject to the satisfaction (or waiver by the Lenders party hereto) of the conditions precedent set forth in Section 5 of this Amendment, the Domestic Security Agreement is hereby amended as follows:
(a)Each of Sections 1(c) and 1(f) of the Domestic Security Agreement is amended by adding the following at the beginning thereof:
“Subject to the last paragraph of this Section 1,”
(b)The last paragraph of Section 1 of the Domestic Security Agreement is amended by deleting the word “or” before clause (B) thereof and adding the following immediately before the period at the end thereof:
“; or (C) any Excluded Account or any funds or financial assets credited thereto. As used in this Agreement, “Excluded Account” means (a) any account that is used solely for payroll, payroll taxes, bonuses, wages, other compensation, benefits and related expenses, in each case, for employees or former employees or for other expenses required for the continuing operation of the respective business; (b) tax, tax withholding, fiduciary, trust and escrow accounts, including any account created as an escrow or similar account for the benefit of a third party, and third-party security deposit and cash collateral accounts, in each case funded in the ordinary course of business or required by applicable law or contract, provided that Cash Collateral Accounts (as defined in the Credit Agreement) shall not constitute Excluded Accounts; and (c) accounts created for the specific purpose of providing security for commercial projects, leases, trade agreements, governmental contracts, bid bonds, custom bonds, appeal bonds, warranty bonds, surety bonds, performance bonds, other bonds and guarantees, letters of credit and similar obligations, including accounts constituting or subject to a Lien permitted under Section 7.01(e) or (f) of the Credit Agreement, in each case provided or incurred in the ordinary course of business.”
(c)The proviso to Section 5(a) of the Domestic Security Agreement shall be amended as follows in blackline form (with bolded and underlined text representing additions and strikethroughs representing deletions):
“provided, however, this Section 5(a) shall not apply to deposit accounts (i) to the extent the average daily balance, measurable over trailing 30-day period, on deposit in each such deposit account does not exceed $5,000,000 at any time or (ii) operated solely as a payroll account. provided, however, that this Section 5(a) shall not apply to any deposit account (i) to the extent the average daily balance, measurable over a trailing 30-day period, on deposit in such deposit account does not exceed $5,000,000 at any time, or (ii) that constitutes an Excluded Account.”
(d)Section 8(j) of the Domestic Security Agreement is amended by adding the words “Excluded Accounts,” immediately before the words “the Collateral Account” therein.
(e)Each of Section 15(e) of the Domestic Security Agreement and clause (2) of Exhibit A to the Domestic Security Agreement is amended by replacing the words “a Pledged Deposit Account” therein with the words “a deposit account”.
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
SECTION 2.Partial Release of Dutch Law Security. With effect from the Effective Date, the Collateral Agent hereby irrevocably and unconditionally:
(a)expressly cancels and terminates (opzeggen), in accordance with Clause 16.1 (or the analogous provision) of each relevant Dutch Security Document and Section 3:81(2)(d) of the Dutch Civil Code, each Pledge (as defined in the relevant Dutch Security Document) created under or pursuant to the Dutch Security Documents by STBV over its Rights (as defined therein) in connection with the Excluded Accounts;
(b)to the extent necessary, waives (doet afstand van) its Pledge established by STBV in respect of all the Rights in connection with the Excluded Accounts in accordance with Clause 16.1 (or the analogous provision) of each relevant Dutch Security Document and Section 3:81 subsection 2(c) of the Dutch Civil Code; STBV has agreed to this waiver in Clause 16.1 of the relevant Dutch Security Document; and
(c)authorizes STBV to make all notifications and registrations which may be necessary or expedient to give effect to the termination and waiver under Section 2 hereof at STBV’s sole cost and expense.
Save for the releases expressly provided in this Amendment, all security, rights and other remedies under the Dutch Security Documents shall remain in full force and effect. This Amendment constitutes a written notice to STBV of the releases contemplated by this Amendment.
SECTION 3.Foreign Security Agreements. Subject to the satisfaction (or waiver by the Lenders party hereto) of the conditions precedent set forth in Section 5 of this Amendment, the Foreign Security Agreements and the other Loan Documents are hereby amended and modified as necessary to release any and all Excluded Accounts (as defined in the Domestic Security Agreement, as amended by this Amendment) of STBV from any collateral security provided thereunder, and all Liens granted by STBV pursuant thereto in any such Excluded Accounts or any funds or financial assets credited thereto are hereby terminated (solely with respect to such Excluded Accounts and funds). The Collateral Agent shall (and the Required Lenders hereby authorize the Collateral Agent to) promptly execute and deliver any instruments, amendments, documents and agreements, make such filings with any relevant governmental authorities, and take any such other actions, as may be necessary to evidence, effect or confirm the foregoing release and termination; provided that such release shall be without recourse to or warranty by the Collateral Agent, other than as to the authority of the Collateral Agent to execute and deliver any such document or instrument or to take any such action. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its respective representatives) in connection with taking such actions.
SECTION 4.Reference to and Effect on the Loan Documents.
(a)On and after the Effective Date (as defined below), each reference in the Domestic Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Domestic Security Agreement, and each reference in any other Loan Document to the “Domestic Security Agreement”, “thereunder”, “thereof” or words of like import referring to the Domestic Security Agreement, shall mean and be a reference to the Domestic Security Agreement, as amended by this Amendment. For the avoidance of doubt, this Amendment shall constitute a Loan Document under the Credit Agreement.
(b)The Credit Agreement, the Domestic Security Agreement and the other Loan Documents, as specifically amended or otherwise modified (or contemplated to be amended or otherwise modified) by this Amendment, are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or the Collateral Agent under the Credit Agreement, the Domestic Security Agreement or any other Loan Document, nor shall it constitute a waiver of any provision of any of the foregoing.
SECTION 5.Conditions of Effectiveness for Amendment. This Amendment shall become effective as of the date (the “Effective Date”) on which the following conditions shall have been satisfied (or waived by the Lenders party hereto constituting the Required Lenders):
(a)The Collateral Agent shall have received counterparts of this Amendment executed by the Borrower, the other Grantors party hereto, and Lenders constituting the Required Lenders;
(b)Immediately before and after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties of the Loan Parties set forth in Article 5 of the Credit Agreement and in the other Loan Documents (as amended by this Amendment) are true and correct in all material respects as of the Effective Date, with the same effect as though made on and as of such date, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) to the extent that such representations and warranties contain a materiality qualification, such representations and warranties shall be accurate in all respects and (C) to the extent affected by the express terms of this Amendment;
(c)Immediately prior to and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing;
(d)The Collateral Agent shall have received a copy of a customary good standing certificate from the office of the Secretary of State of the State of Delaware to evidence that the Borrower is validly existing and in good standing in such state; and
(e)To the extent invoiced at least three Business Days prior to the Effective Date, all reasonable and documented fees and out-of-pocket expenses payable to the Collateral Agent shall have been paid to the extent due and payable in accordance with Section 7 of this Amendment and Section 10.04 of the Credit Agreement.
SECTION 6.Representations and Warranties. The Borrower and each other Grantor party hereto hereby represents and warrants to the Collateral Agent that (to the extent applicable to such entity):
(a)On and as of the date hereof (i) it has all requisite corporate or other power and authority to enter into and perform its obligations under this Amendment, the Domestic Security Agreement as amended hereby and the other Loan Documents to which it is a party, and (ii) this Amendment has been duly authorized, executed and delivered by it; and
(b)This Amendment and the Domestic Security Agreement as amended hereby constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
SECTION 7.Costs and Expenses. The Borrower agrees that all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the Attorney Costs of one counsel for all Lenders and the Collateral Agent (which shall be Allen Overy Shearman Sterling US LLP)), are expenses that the Borrower is required to pay or reimburse pursuant to Section 10.04 of the Credit Agreement.
SECTION 8.Execution in Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment, including by email with a pdf copy hereof attached, shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signature” shall mean an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.Governing Law and Waiver of Right of Trial by Jury. Subject to Section 10, this Amendment is subject to the provisions of Section 25 of the Domestic Security Agreement and Sections 10.17 and 10.18 of the Credit Agreement relating to governing law, waiver of right to submission to jurisdiction, venue and waiver of trial by jury, the provisions of which are by this reference incorporated herein in full.Governing Law for Specific Release Provision. Section 2 (Partial Release of Dutch Law Security) is governed by Dutch law and for any dispute arising out of or in connection with any matter governed by the Dutch law, the courts of the Netherlands have exclusive jurisdiction.Affirmation. The Borrower and the other Grantors party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended or modified by this Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrower under the Credit Agreement; (c) acknowledges and confirms that the liens and security interests granted by it pursuant to the Domestic Security Agreement and the other Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under such Collateral Documents (as amended or modified by this Amendment)) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Grantor under the Loan Documents to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under such Collateral Documents to which it is a party (as amended or modified by this Amendment)) immediately prior to giving effect to the execution and delivery of this Amendment.Continuing Obligations. The Obligations existing immediately prior to the Effective Date shall, to the extent outstanding immediately following the Effective Date, comprise Obligations under the Credit Agreement and each other Loan Document (including the Domestic Security Agreement, as amended by this Amendment, and the Dutch Security Documents), and neither this Amendment nor the transactions contemplated in connection herewith shall constitute a novation or termination of such Obligations, and the Collateral shall continue to
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
secure, support and otherwise benefit the Obligations of the Loan Parties under the Credit Agreement and each other Loan Document.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Amendment No. 1 to Domestic Security Agreement
and Partial Release under Dutch Security Documents
FH99999.9
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents to be executed by their respective authorized officers as of the date first above written.
SENSATA TECHNOLOGIES, INC., as the Borrower
By: /s/ Frank E. DeVita
Name: Frank E. DeVita
Title: Treasurer
Title: Treasurer
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
FH99999.9
BEI NORTH AMERICA, LLC
CRYDOM, INC.
CUSTOMER SENSORS & TECHNOLOGIES, INC.
CUSTOM SENSORS & TECHNOLOGIES US CORPORATION
CUSTOM SENSORS & TECHNOLOGIES US LLC
DYNAPOWER COMPANY LLC
GIGAVAC, LLC
KAVLICO CORPORATION
NEWALL ELECTRONICS INC.
STI HOLDCO, INC., each as a Grantor
By: /s/ Frank E. DeVita
Name: Frank E. DeVita
Title: Treasurer
Title: Treasurer
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
SENSATA TECHNOLOGIES B.V.
By: /s/ David Stott
Name: David Stott
Title: Director
Title: Director
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent and as Pledgee under the Dutch Security Documents
By: /s/ Nik Melvin
Name: Nik Melvin
Title: Authorized Signatory
Name: Nik Melvin
Title: Authorized Signatory
MORGAN STANLEY BANK, N.A., as a Revolving Credit Lender
By: /s/ Moses Papadopoulos
Name: Moses Papadopoulos
Title: Vice President
Name: Moses Papadopoulos
Title: Vice President
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
BARCLAYS BANK PLC, as a Revolving Credit Lender
By: /s/ Joseph Tauro
Name: Joseph Tauro
Title: Assistant Vice President
Name: Joseph Tauro
Title: Assistant Vice President
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
BANK OF AMERICA, N.A., as a Revolving Credit Lender
By: /s/ Michael Contreras
Name: Michael Contreras
Title: Managing Director
Name: Michael Contreras
Title: Managing Director
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
MIZUHO BANK, LTD., as a Revolving Credit Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director
Name: Donna DeMagistris
Title: Managing Director
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
GOLDMAN SACHS BANK USA, as a Revolving Credit Lender
By: /s/ Roopa Chandra
Name: Roopa Chandra
Title: Authorized Signatory
Name: Roopa Chandra
Title: Authorized Signatory
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
ROYAL BANK OF CANADA, as a Revolving Credit Lender
By: /s/ Mark Tarnecki
Name: Mark Tarnecki
Title: Authorized Signatory
Name: Mark Tarnecki
Title: Authorized Signatory
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
HSBC BANK USA, NATIONAL ASSOCIATION, as a Revolving Credit Lender
By: /s/ Joanna London
Name: Joanna London
Name: Joanna London
Title: Senior Vice President
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Revolving Credit Lender
By: /s/ David Perlman
Name: David Perlman
Name: David Perlman
Title: Authorized Signatory
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
JPMORGAN CHASE BANK, N.A., as a Revolving Credit Lender
By: /s/ Yangmengyan Li
Name: Yangmengyan Li
Title: Authorized Officer
Name: Yangmengyan Li
Title: Authorized Officer
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
TRUIST BANK, as a Revolving Credit Lender
By: /s/ Lisa Garling
Name: Lisa Garling
Title: Director
Name: Lisa Garling
Title: Director
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
MUFG BANK, LTD., as a Revolving Credit Lender
By: /s/ Matthew Eastman
Name: Matthew Eastman
Title: Vice President
Name: Matthew Eastman
Title: Vice President
[Signature page to Amendment No. 1 to Domestic Security Agreement and Partial Release under Dutch Security Documents]
Exhibit 31.1
Certification
I, Stephan von Schuckmann, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 27, 2026 | |||||||
| /s/ STEPHAN VON SCHUCKMANN | ||||||||
| Stephan von Schuckmann | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
Certification
I, Andrew Lynch, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 27, 2026 | |||||||
| /s/ ANDREW LYNCH | ||||||||
| Andrew Lynch | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 31.3
Certification
I, Richard Siedel, certify that:
1.I have reviewed the quarterly report on Form 10-Q of Sensata Technologies Holding plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 27, 2026 | |||||||
| /s/ RICHARD SIEDEL | ||||||||
| Richard Siedel | ||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Sensata Technologies Holding plc (the “Company”) for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned chief executive officer, chief financial officer, and chief accounting officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ STEPHAN VON SCHUCKMANN | |||||
| Stephan von Schuckmann | |||||
| Chief Executive Officer | |||||
| Date: | October 27, 2026 | ||||
| /s/ ANDREW LYNCH | |||||
| Andrew Lynch | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: | October 27, 2026 | ||||
| /s/ RICHARD SIEDEL | |||||
| Richard Siedel | |||||
| Senior Vice President and Chief Accounting Officer | |||||
| Date: | October 27, 2026 | ||||