Versigent PLC 10-Q for FY2026 Q3
Versigent PLC (VGNT)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Versigent PLC filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Versigent PLC reported nine-month net sales of $7,106 million, up 9%, and Adjusted EBITDA of $750 million versus $664 million; interest expense rose to $77 million from $3 million after the separation financing. 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
- $2.45B
- up 7.2% from $2.29B a year earlier
- Net income
- $102M
- down 6.4% from net income of $109M a year earlier
- Diluted EPS
- $1.41
- down 8.4% from $1.54 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| 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: 001-42957
_____________________________________________________________________________________________________________________________________________________________________________________________________________
(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)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report) N/A
_____________________________________________________________________________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each 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.
| Large accelerated filer | ☐ | 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 ☒
The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of October 30, 2026, was 70,844,658 .
Versigent PLC
INDEX
| Page | ||||||||
| Part I - Financial Information | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II - Other Information | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERSIGENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Restructuring (Note 9) | |||||||||||||||||||||||
| Separation costs | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||||||||
| Other expense, net (Note 18) | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes and equity income | |||||||||||||||||||||||
| Income tax expense (Note 13) | ( | ( | ( | ( | |||||||||||||||||||
| Income before equity income | |||||||||||||||||||||||
| Equity income, net of tax | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Versigent | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to Versigent: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
3
VERSIGENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
| Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 15) | ( | ||||||||||||||||||||||
| Employee benefit plans adjustment, net of tax (Note 15) | |||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Versigent | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
4
VERSIGENT PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
Inventories (Note 4) | |||||||||||
Other current assets (Note 5) | |||||||||||
| Total current assets | |||||||||||
| Long-term assets: | |||||||||||
| Property, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Investments in affiliates (Note 6) | |||||||||||
Intangible assets, net (Note 2) | |||||||||||
| Deferred tax assets | |||||||||||
Other long-term assets (Note 5) | |||||||||||
| Total long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Short-term debt (Note 10) | $ | $ | |||||||||
| Accounts payable | |||||||||||
Accrued liabilities (Note 7) | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
Long-term debt (Note 10) | |||||||||||
| Pension benefit obligations | |||||||||||
| Long-term operating lease liabilities | |||||||||||
Other long-term liabilities (Note 7) | |||||||||||
| Total long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Shareholders’ equity: | |||||||||||
Preferred shares, $ | |||||||||||
Ordinary shares, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
| Former Parent’s net investment | |||||||||||
Accumulated other comprehensive loss (Note 15) | ( | ( | |||||||||
| Total Versigent shareholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
5
VERSIGENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
See notes to condensed consolidated financial statements.
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Amortization of deferred debt issuance costs | |||||||||||
| Restructuring expense, net of cash paid | |||||||||||
| Deferred income taxes | |||||||||||
| Pension and other postretirement benefit expenses | |||||||||||
| Income from equity method investments, net of dividends received | ( | ||||||||||
| Loss on sale of assets | |||||||||||
| Share-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued and other long-term liabilities | |||||||||||
| Other, net | ( | ||||||||||
| Pension contributions | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net repayments under short-term debt agreements | ( | ( | |||||||||
| Net repayments under long-term debt agreements | ( | ||||||||||
| Proceeds from issuance of senior notes and credit agreement, net of issuance costs | |||||||||||
| Cash distribution paid to Former Parent | ( | ||||||||||
| Net transfers to Former Parent | ( | ( | |||||||||
| Dividend payments of consolidated affiliates to minority shareholders | ( | ( | |||||||||
| Distribution of ordinary share cash dividends | ( | ||||||||||
| Taxes withheld and paid on employees' restricted share awards | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | ( | ||||||||||
| Increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of the period | |||||||||||
| Cash and cash equivalents at end of the period | $ | $ | |||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Supplemental non-cash investing activities: | |||||||||||
| Capital expenditures included in accounts payable | $ | $ | |||||||||
6
VERSIGENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
| Number of Ordinary Shares | Amount of Ordinary Shares | Additional Paid in Capital | Retained Earnings | Former Parent’s Net Investment | Accumulated Other Comprehensive Loss | Total Versigent Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on ordinary shares | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees' restricted share award vestings | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Spin-off related adjustments | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers to Former Parent | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
7
VERSIGENT PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
| Number of Ordinary Shares | Amount of Ordinary Shares | Additional Paid in Capital | Retained Earnings | Former Parent’s Net Investment | Accumulated Other Comprehensive Loss | Total Versigent Shareholders’ Equity | Noncontrolling Interest | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on ordinary shares | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld on employees' restricted share award vestings | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers from Former Parent | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Spin-off related adjustments | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distribution to Former Parent | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of Former Parent’s net investment and issuance of ordinary shares in connection with separation | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend payments of consolidated affiliates to minority shareholders | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers to Former Parent | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
8
VERSIGENT PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. BUSINESS AND BASIS OF PRESENTATION
The separation— On January 22, 2025, Aptiv PLC (“Aptiv” or the “Former Parent”) announced its intention to separate its Electrical Distribution Systems business by means of a Spin-Off (the “Separation” or “Spin-Off”). On April 1, 2026 (the “Distribution Date”), the Spin-Off, which created Versigent PLC (“Versigent,” the “Company,” “we,” “us” or “our”), was completed in the form of a distribution of all of the ordinary shares of Versigent to holders of Aptiv’s ordinary shares on a pro rata basis. Each holder of record of Aptiv ordinary shares received one Versigent ordinary share for every three Aptiv ordinary shares held on March 17, 2026 (the “Record Date”). In lieu of fractional shares of Versigent, stockholders of the Company received cash. As a result of these transactions, all of the assets, liabilities, and legal entities comprising Aptiv’s Electrical Distribution Systems business are now owned directly, or indirectly through its subsidiaries, by Versigent. Versigent is an independent public company trading under the symbol “VGNT” on the New York Stock Exchange.
Nature of operations—We are a global leader in the design, development and manufacture of low-voltage (“LV”) and high-voltage (“HV”) electrical architectures. We are a global supplier of optimized vehicle architecture solutions to a broad customer base primarily comprised of original equipment manufacturers (“OEMs”) that manufacture increasingly software-defined, electrified and feature-rich vehicles. Our products provide the signal, power and data distribution that supports increased vehicle content and electrification and enables increased safety, reduced emissions and enhanced vehicle connectivity.
We sell our extensive portfolio of optimized solutions for signal, power and data distribution to leading OEMs of both light vehicles (passenger cars, trucks and vans and sport-utility vehicles) and commercial vehicles (light-duty, medium-duty and heavy-duty trucks, commercial vans, buses and off-highway vehicles). We believe our ability to support the growing trends of increased electrification of passenger and commercial vehicles, the enablement of enhanced safety features, and the consumer-driven demand for more in-vehicle electronics and features will provide continued opportunities for market share expansion and revenue growth.
We also develop, manufacture and sell our solutions to a number of adjacent end markets. These markets include our commercial vehicles business, as well as agriculture, construction, and grid and infrastructure, and have begun exploring other industrial end markets, including off-grid power storage and robotics. With a proven portfolio of solutions, we expect to leverage our long-standing customer relationships, technical expertise within power, data and signal distribution, and capabilities built serving the global automotive industry to further penetrate these adjacent markets.
Prior to the Spin-Off, the Company was comprised of operations conducted at legal entities which were directly or indirectly wholly-owned by the Former Parent.
Basis of presentation— Prior to the Spin-Off on April 1, 2026, the historical financial statements of Versigent were prepared on a stand-alone combined basis and were derived from the Former Parent’s consolidated financial statements and accounting records as if the Electrical Distribution Systems segment of the Former Parent had been part of Versigent for all periods presented. Accordingly, for periods presented prior to April 1, 2026, our financial statements are presented on a combined basis and the periods subsequent to April 1, 2026 are presented on a consolidated basis (all periods hereinafter are referred to as the “consolidated financial statements”).
The Company’s historical financial statements for periods prior to April 1, 2026 reflect an allocation of expenses related to certain corporate functions of the Former Parent, including senior management, legal, human resources, finance and accounting, treasury, information technology services and support, cash management, payroll processing, pension and benefit administration and other shared services. These costs were allocated using methodologies that management believes were reasonable for the item being allocated. Allocation methodologies included direct usage when identifiable, as well as the Company’s relative share of revenues, headcount or functional spend as a percentage of the total. However, the allocations are not indicative of the actual expenses that would have been incurred had the Company operated as a stand-alone publicly-traded company for the periods presented. Accordingly, the historical financial information presented for periods prior to April 1, 2026 may not be indicative of the results of operations or financial position that would have been achieved if Versigent had been a stand-alone publicly-traded company during the periods shown or of the Company’s performance for periods subsequent to April 1, 2026. Related party allocations are further described in Note 3. Related-Party Transactions.
Prior to the Separation, Versigent depended on the Former Parent for all of its working capital and financing requirements, as the Former Parent used a centralized approach to cash management and financing of its operations, including the use of a global cash pooling arrangement. Accordingly, cash and cash equivalents held by the Former Parent at the corporate level were not attributable to Versigent for any of the periods presented prior to the Spin-Off. Only cash amounts specifically attributable to Versigent are reflected in the accompanying consolidated financial statements. Financing transactions related to the Company during periods prior to the Spin-Off are accounted for as a component of Former Parent’s
9
net investment in the consolidated balance sheets and as a financing activity in the accompanying consolidated statements of cash flows.
Third-party debt obligations of the Former Parent and the corresponding interest costs related to those debt obligations, specifically those that relate to senior notes, term loans and revolving credit facilities, have not been attributed to Versigent, as Versigent was not the legal obligor of such debt obligations. The only third-party debt obligations included in the consolidated balance sheets are those for which the legal obligor is a legal entity within Versigent. None of the Company’s assets were pledged as collateral under the Former Parent’s debt obligations for any periods presented.
Prior to April 1, 2026, all intercompany transactions between the Company and the Former Parent were considered to be effectively settled in the historical financial statements at the time the transactions were recorded. As a result, the total net effect of the settlement of these intercompany transactions was reflected in the consolidated statements of cash flows as a financing activity and in the consolidated balance sheets as Former Parent’s net investment. As of April 1, 2026, outstanding transactions between Versigent and the Former Parent are reflected in the consolidated balance sheet outside of Former Parent’s net investment.
In connection with the Spin-Off, the Former Parent’s net investment was reclassified within shareholders’ equity and allocated between ordinary shares and additional paid-in capital based on the number of our ordinary shares outstanding at the distribution date.
The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and should be read in conjunction with the audited consolidated financial statements, corresponding notes, and significant accounting policies included within the Company’s Information Statement furnished with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, restructuring costs, environmental remediation costs, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer contracts for production parts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. Substantially all of the Company’s revenue is generated from the sale of manufactured production parts, wherein there is a single performance obligation. Transfer of control and revenue recognition for the Company’s sales of production parts generally occurs upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms. Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Refer to Note 20. Segment Reporting and Revenue for further detail of the Company’s accounting for its revenue from sales of production parts.
From time to time, Versigent enters into pricing agreements with its customers that provide for price reductions on production parts, some of which are conditional upon achieving certain joint cost saving targets, which are accounted for as variable consideration. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment if available, or in the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order and requires estimation, the Company records consideration at the most likely amount that the Company expects to be entitled to based on historical experience and input from customer negotiations.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Versigent makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable.
10
Versigent collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Versigent reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Segment Reporting and Revenue for further information.
Accounts receivable—Versigent exchanges certain amounts of accounts receivable, primarily in the Asia Pacific region, for bank notes with original maturities greater than three months. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes held by the Company with original maturities of three months or less are classified as cash and cash equivalents within the consolidated balance sheets, and those with original maturities of greater than three months are classified as notes receivable within other current assets. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash.
Credit losses—Versigent is exposed to credit losses primarily through the sale of vehicle components and services. Versigent assesses the creditworthiness of a counterparty by conducting ongoing credit reviews, which considers the Company’s expected billing exposure and timing for payment, as well as the counterparty’s established credit rating. When a credit rating is not available, the Company’s assessment is based on an analysis of the counterparty’s financial statements. Versigent also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on the outcome of this review, the Company establishes a credit limit for each counterparty. The Company continues to monitor its ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.
Versigent primarily utilizes historical loss and recovery data, consolidated with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of September 30, 2026 and December 31, 2025, the Company reported $1,944 million and $1,567 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for doubtful accounts of $18 million and $17 million, respectively. Bad debt expense was $1 4 million and $10 million for the three and nine months ended September 30, 2025, respectively, primarily related to certain local customers in China. Other changes in the allowance were no
Inventories—As of September 30, 2026 and December 31, 2025, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. Refer to Note 4. Inventories for additional information.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period as purchases are made.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 8. Warranty Obligations for additional information.
Income taxes— Prior to the Spin-Off, Versigent was included in the consolidated U.S. federal, state and foreign income tax returns of the Former Parent, where eligible. Accordingly, we adopted the separate return method in preparing a provision
11
for income taxes for the periods prior to the Spin-Off. The calculation of income taxes on a separate return basis requires considerable judgment and use of both estimates and allocations. As a result, our provision for income taxes and deferred tax assets and liabilities reflected in our financial statements prior to the Spin-Off was estimated as if we were a separate taxpayer. Following the Spin-Off, Versigent will file tax returns independently and our provision for income taxes is prepared on a stand-alone basis.
Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benefit is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. As it relates to changes in accumulated other comprehensive income (loss), the Company’s policy is to release tax effects from accumulated other comprehensive income (loss) when the underlying components affect earnings. Refer to Note 13. Income Taxes for additional information.
Foreign currency translation—Assets and liabilities of non-U.S. subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end-of-period currency exchange rates. The consolidated statements of operations of non-U.S. subsidiaries are translated to U.S. dollars at average-period currency exchange rates. The effect of translation for non-U.S. subsidiaries is generally reported in other comprehensive income (loss) (“OCI”). The accumulated foreign currency translation adjustment related to an investment in a foreign subsidiary is reclassified to net income (loss) upon sale or upon complete or substantially complete liquidation of the respective entity. The effect of remeasurement of assets and liabilities of non-U.S. subsidiaries that use the U.S. dollar as their functional currency is primarily included in cost of sales. Also included in cost of sales are gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity. Net foreign currency transaction gains of $3 million and losses of $6 million were included in the consolidated statements of operations for the three months ended September 30, 2026 and 2025, respectively. Net foreign currency transaction gains of $5 million and losses of $18 million were included in the consolidated statements of operations for the nine months ended September 30, 2026, and 2025, respectively.
Restructuring—The Company continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated. All other exit costs are expensed as incurred. Restructuring costs may be based on estimates which are adjusted from time to time as new events happen or additional information is obtained. Refer to Note 9. Restructuring for additional information.
Customer concentrations—We sell our products and services to the major global OEMs in every region of the world. Our ten largest customers accounted for approximately 81 19 %, 19 % and 15 %, respectively. For the nine months ended September 30, 2026, the three customers accounted for 18 %, 18 % and 14 % of consolidated net sales, respectively.
Derivative financial instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria.
Prior to the Spin-Off, the Company participated in the Former Parent’s hedging program, and the Company was allocated
12
a portion of the impact from those activities. The Former Parent managed our exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. In connection with the Spin-Off, The Former Parent novated certain foreign currency and commodity forward contracts as well as foreign currency options to Versigent. As a result of the novations, Versigent recorded a $97 million gain within accumulated other comprehensive loss during the first quarter of 2026. Following the Separation, the Company directly manages exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies.
Exposure to fluctuations in currency exchange rates and certain commodity prices are managed by entering into a variety of forward and option contracts and swaps with various counterparties. Such financial exposures are managed in accordance with the policies and procedures of Versigent. Versigent does not enter into derivative transactions for speculative or trading purposes. As part of the hedging program approval process, Versigent identifies the specific financial risk which the derivative transaction will minimize, the appropriate hedging instrument to be used to reduce the risk and the correlation between the financial risk and the hedging instrument. Purchase orders, sales contracts, letters of intent, capital planning forecasts and historical data are used as the basis for determining the anticipated values of the transactions to be hedged. Versigent does not enter into derivative transactions that do not have a high correlation with the underlying financial risk. Hedge positions, as well as the correlation between the transaction risks and the hedging instruments, are reviewed on an ongoing basis.
Foreign exchange forward contracts are accounted for as hedges of firm or forecasted foreign currency commitments or foreign currency exposure of the net investment in certain foreign operations to the extent they are designated and assessed as highly effective. All foreign exchange contracts are marked to market on a current basis. Commodity swaps are accounted for as hedges of firm or anticipated commodity purchase contracts to the extent they are designated and assessed as effective. All other commodity derivative contracts that are not designated as hedges are either marked to market on a current basis or are exempted from mark to market accounting as normal purchases. At September 30, 2026 and December 31, 2025, the Company’s exposure to movements in interest rates was not hedged with derivative instruments.
Refer to Note 16. Derivatives and Hedging Activities and Note 17. Fair Value of Financial Instruments for additional information.
Pension and other post-retirement benefits (OPEB)—Certain of the Company’s non-U.S. subsidiaries sponsor defined-benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. In the fourth quarter of 2025, in advance of the Spin-Off, certain plans that were previously sponsored by the Former Parent and included Versigent employees as well as employees of other Former Parent subsidiaries (the “Shared Plans”) were legally split and allocated to the Company. Prior to the legal separation and transfer, under the guidance in ASC 715, Compensation—Retirement Benefits, the Company accounted for the Shared Plans as multiemployer plans, and accordingly the Company did not record an asset or liability to recognize the funded status of the Shared Plans. The related pension and other post-employment expenses of the Shared Plans were charged to Versigent based on the service cost of active participants. Following the legal separation and transfer of these plans to the Company, the Company accounts for these plans as single-employer plans.
In addition, beginning in the fourth quarter of 2025, liabilities related to inactive employees in Germany under a Former Parent-sponsored plan that had not yet legally transferred to the Company due to regulatory reasons were attributed to the Company. These liabilities were legally transferred in the third quarter of 2026. Prior to completion of the legal transfer, the Former Parent paid the benefits due to these inactive employees on behalf of Versigent and Versigent reimbursed the Former Parent.
Refer to Note 11. Pension Benefits for additional information.
Recently adopted accounting pronouncements—Versigent adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets in the first quarter of 2026. The amendments in this update provide a practical expedient for estimating credit losses for current accounts receivable and current contract assets that arise from transactions accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements.
Recently issued accounting pronouncements not yet adopted— In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update provide clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. The amendments also provide additional guidance for reporting material events occurring after the most recent annual period. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments in this update establish the accounting for government grants, including
13
guidance for grants related to an asset and grants related to income. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The amendments in this update provide targeted improvements intended to enhance alignment between risk management activities and financial reporting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this update exclude from derivative accounting non exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments also provide clarification for share-based payments from a customer in a revenue contract. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and modernize the accounting for costs related to internal-use software. The amendments also remove all references to prescriptive and sequential software development stages, as well as clarify disclosure requirements for capitalized software costs. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, that are included in each relevant income statement expense line item. The amendments also require qualitative descriptions of the amounts remaining in relevant expense line items not separately disaggregated quantitatively. Certain amounts already disclosed under existing U.S. GAAP are required to be included in the same disclosure as the other disaggregated income statement expense line items. In addition, the amendments require disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of those expenses. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this guidance is expected to result in incremental disclosures in the Company’s consolidated financial statements.
14
3. RELATED-PARTY TRANSACTIONS
Pursuant to the Spin-Off, the Former Parent ceased to be a related party to the Company and accordingly, no related party transactions or balances have been reported subsequent to April 1, 2026. The Company entered into a number of agreements with the Former Parent to govern the Spin-Off and provide a framework for the relationship between the parties going forward, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement.
In connection with the Spin-Off, the Company paid a dividend of $1,894 million to the Former Parent.
The following discussion summarizes activity between the Company and the Former Parent that occurred prior to the completion of the Spin-Off.
Related Party Sales and Purchases
Prior to the Spin-Off, in the ordinary course of business, the Company entered into transactions with the Former Parent and certain of its subsidiaries for the sale or purchase of goods. Subsequent to the Spin-Off, transactions with the Former Parent and its affiliates represent third-party transactions.
Prior to the Spin-Off, net sales of products from Versigent to affiliates of the Former Parent totaled $2 million for the three months ended March 31, 2026. Net sales of products from Versigent to affiliates of the Former Parent were $1 million and $2 million for the three and nine months ended September 30, 2025, respectively.
Prior to the Spin-Off, total purchases from affiliates of the Former Parent totaled $192 million for the three months ended March 31, 2026. Total purchases from affiliates of the Former Parent totaled $206 million and $593 million for the three and nine months ended September 30, 2025, respectively.
As of December 31, 2025, $49 million is included within Accounts receivable, net related to amounts due from affiliates of the Former Parent and $172 million is included within Accounts payable related to amounts due to affiliates of the Former Parent. These amounts were previously separately presented as related party balances within the consolidated financial statements for periods prior to the Spin-Off.
Allocations of Costs Prior to the Spin-Off
Prior to the Spin-Off, the Company had certain services and functions provided to it by the Former Parent. These services and functions included, but were not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology services and support, cash management, payroll processing, pension and benefit administration and other shared services. These costs were allocated using methodologies that management believes were reasonable for the item being allocated. Allocation methodologies included direct usage when identifiable, as well as the Company’s relative share of revenues, headcount or functional spend as a percentage of the total.
The total costs for services and functions allocated to the Company from the Former Parent for periods prior to the Spin-Off were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 (1) | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Total allocated costs from Former Parent | $ | $ | |||||||||||||||||||||
(1)All amounts incurred prior to the April 1, 2026 Spin-Off.
15
Former Parent’s Net Investment
Former Parent’s net investment in the consolidated financial statements represents the Former Parent’s historical investment in the Company, the net effect of transactions with, and allocations from, the Former Parent, as well as Versigent’s accumulated earnings and other comprehensive income (loss). Net transfers (to) from the Former Parent are included within Former Parent’s net investment in the consolidated financial statements. The components of net transfers (to) from Former Parent were as follows:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Cash pooling and general financing activities, net | $ | ( | $ | ( | |||||||||||||||||||
| Corporate cost allocations | |||||||||||||||||||||||
| Income taxes (1) | ( | ||||||||||||||||||||||
| Net transfers to Former Parent per consolidated statements of cash flows | ( | ( | |||||||||||||||||||||
| Transfer of net assets with Former Parent | ( | ||||||||||||||||||||||
| Related party receivables exchanged with Former Parent | |||||||||||||||||||||||
| Deferred and non-cash taxes settled with Former Parent through Former Parent's net investment (1) | |||||||||||||||||||||||
| Net transfers from (to) Former Parent per consolidated statements of shareholders' equity (2) | $ | $ | ( | ||||||||||||||||||||
(1)Represents non-cash income tax impacts incurred in the respective period as a result of the application of the separate return basis with respect to the income tax provision and related balance sheet accounts within the consolidated financial statements, as further described in Note 13. Income Taxes, as well as taxes paid by the Former Parent.
(2)Net transfers to Former Parent per consolidated statements of shareholders’ equity was $200 million for the three months ended September 30, 2025.
4. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Productive material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total | $ | $ | |||||||||
5. ASSETS
Other current assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Value added tax receivable | $ | $ | |||||||||
| Derivative financial instruments (Note 16) | |||||||||||
| Prepaid insurance and other expenses | |||||||||||
| Income and other taxes receivable | |||||||||||
| Reimbursable engineering costs | |||||||||||
| Capitalized upfront fees (Note 20) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
16
Other long-term assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Capitalized upfront fees (Note 20) | $ | $ | |||||||||
| Long-term receivables | |||||||||||
| Reimbursable engineering costs | |||||||||||
| Derivative financial instruments (Note 16) | |||||||||||
| Debt issuance costs | |||||||||||
| Deposits to vendors | |||||||||||
| Income and other taxes receivable | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
6. INVESTMENTS IN AFFILIATES
Equity Method Investments
As part of Versigent’s operations, it has investments in two non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located in North America and Asia Pacific. The most significant investment is in Promotora de Partes Electricas Automotrices, S.A. de C.V. (of which Versigent owns approximately 40 %). The Company’s aggregate investments in affiliates was $146 million and $143 million as of September 30, 2026 and December 31, 2025, respectively. No dividends were received from non-consolidated affiliates for the three months ended September 30, 2026. Dividends of $3 million for the three months ended September 30, 2025 were received from non-consolidated affiliates. Dividends of $2 million and $11 million for the nine months ended September 30, 2026 and 2025, respectively, were received from these non-consolidated affiliates. There were no
The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.
7. LIABILITIES
Accrued liabilities consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Payroll-related obligations | $ | $ | |||||||||
| Income and other taxes payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued interest | |||||||||||
| Employee benefits, including current pension obligations | |||||||||||
| Restructuring (Note 9) | |||||||||||
| Accrued freight | |||||||||||
| Outside services | |||||||||||
| Customer deposits | |||||||||||
| Warranty obligations (Note 8) | |||||||||||
| Legal | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
17
Other long-term liabilities consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Accrued income taxes | $ | $ | |||||||||
| Deferred income taxes, net | |||||||||||
| Restructuring (Note 9) | |||||||||||
| Tax indemnification liability (Note 13) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
8. WARRANTY OBLIGATIONS
The table below summarizes the activity in the product warranty liability for the nine months ended September 30, 2026:
| Warranty Obligations | |||||
| (in millions) | |||||
| Accrual balance at January 1, 2026 | $ | ||||
| Provision for estimated warranties incurred during the period | |||||
| Changes in estimate for pre-existing warranties | ( | ||||
| Settlements | ( | ||||
| Accrual balance at September 30, 2026 | $ | ||||
9. RESTRUCTURING
Versigent’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Versigent’s strategy, pursuant to significant restructuring programs.
As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. The Company recorded employee-related and other restructuring charges related to these programs of $22 million during the three months ended September 30, 2026 and $68 million during the nine months ended September 30, 2026. Charges for the three and nine months ended September 30, 2026 included the recognition of approximately $14 33 million for a program to downsize and close a European manufacturing site.
There have been no changes in previously initiated programs that have resulted, or are expected to result, in a material change to our restructuring costs. The Company expects to incur additional restructuring costs pursuant to approved programs of approximately $43 million, including $28 million related to a program focused on global workforce alignment, all of which are expected to be incurred within the next twelve months.
During the three and nine months ended September 30, 2025, restructuring charges approximated $21 million and $62 million, respectively, which included the recognition of approximately $12 million and $34 million, respectively, for charges incurred to downsize European sites.
18
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Versigent incurred cash expenditures related to its restructuring programs of approximately $48 million and $41 million in the nine months ended September 30, 2026 and 2025, respectively.
The table below summarizes the activity in the restructuring liability for the nine months ended September 30, 2026:
| Employee Termination Benefits Liability | Other Exit Costs Liability | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
| Accrual balance at January 1, 2026 | $ | $ | $ | ||||||||||||||
| Provision for estimated expenses incurred during the period | |||||||||||||||||
| Change in estimate | ( | ( | |||||||||||||||
| Payments made during the period | ( | ( | ( | ||||||||||||||
| Foreign currency and other | ( | ( | |||||||||||||||
| Accrual balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
10. DEBT
The following is a summary of debt outstanding, net of unamortized issuance costs, as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| $ | $ | ||||||||||
Term Loan A, due 2031 (net of $ | |||||||||||
| Finance leases and other | |||||||||||
| Total debt | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
Credit Agreement
On November 26, 2025, Versigent PLC and its wholly-owned subsidiaries Versigent Corporation (“Versigent U.S.”) (formerly known as Cyprium Corporation) and Versigent Holdings Luxembourg S.À.R.L (“Versigent Luxembourg”) (formerly known as Cyprium Holdings Luxembourg S.À.R.L), entered into a credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and domestic collateral agent, and Wilmington Trust, National Association, as foreign collateral agent, with respect to $1.35 billion in senior secured credit facilities. The agreement was subsequently amended on March 25, 2026 and, as amended, is referred to herein as the “Credit Agreement”. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan A Facility, the “Credit Facilities”). The Credit Facilities became available to Versigent PLC in connection with the Spin-Off. Approximately $15 million in debt issuance costs were incurred in connection with the Credit Agreement.
As of September 30, 2026, Versigent had no amounts outstanding under the Revolving Credit Facility and no letters of credit have been issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
The Credit Facilities are subject to an interest rate, at our option, of either (a) the Alternate Base Rate (“ABR” as defined in the Credit Agreement), or (b) the Term Benchmark Rate (the “Term SOFR”, “Adjusted EURIBOR”, “Adjusted Term CORRA”, or “Adjusted TIIE Rate”, each as defined in the Credit Agreement) or (c) Daily Simple RFR (“RFR Loan” as defined in the Credit Agreement), in each case, plus an applicable margin that is based on our total leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated Adjusted EBITDA, each as defined in the Credit Agreement). Interest is
19
payable no less than quarterly. We may elect to change the selected interest rate over the term of the Credit Facilities in accordance with the provisions of the Credit Agreement.
The applicable interest rate margins for the Credit Facilities will increase or decrease from time to time between 1.25 % and 2.00 % per annum (for Term Benchmark and RFR loans) and between 0.25 % and 1.00 % per annum (for ABR loans), in each case based upon changes to our total leverage ratio. Accordingly, the interest rates for the Credit Facilities will fluctuate during the term of the Credit Agreement. The Credit Agreement also requires that we pay certain facility fees on the aggregate commitments under the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
Letters of credit are available for issuance under the Credit Agreement on terms and conditions customary for financings of this type, which issuances will reduce availability under the Revolving Credit Facility.
We are obligated to make quarterly principal payments throughout the term of the Term Loan A Facility. Borrowings under the Credit Agreement are prepayable at our option without premium or penalty, subject to customary increased cost provisions.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness, liens, restricted payments, investments, asset dispositions, affiliate transactions, and amendments of certain indebtedness. In addition, the Credit Agreement requires that we maintain a total leverage ratio of not greater than 4.25:1.00 for the first four quarters following the availability date, 4.00:1.00 for the fifth through eighth quarters following the availability date, and 3.75:1.00 for all quarters thereafter, and an Interest Coverage Ratio (the ratio of Consolidated Adjusted EBITDA to Ratio Interest Expense, each as defined in the Credit Agreement) of at least 3.00:1.00. The Credit Agreement contains provisions pursuant to which, based upon our achievement of certain corporate credit ratings, certain covenants and/or our obligation to provide collateral to secure the Credit Facilities, will be suspended.
Versigent U.S. and Versigent Luxembourg are each borrowers under the Credit Agreement, under which such borrowings are guaranteed by Versigent PLC. Additional subsidiaries of Versigent PLC may be added as co-borrowers or guarantors under the Credit Agreement from time to time on the terms and conditions set forth in the Credit Agreement. The obligations of each borrower under the Credit Agreement will be jointly and severally guaranteed by each other borrower and by certain of our existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors will be secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Versigent PLC.
Loans under the Term Loan A Facility bear interest, at Versigent’s option, at either (a) ABR or (b) Term Benchmark Rate and RFR (the “Benchmark Loans”) plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”). The rates under the Term Loan A Facility on the specified dates are set forth below:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| ABR plus | Benchmark Loans plus | ABR plus | Benchmark Loans plus | ||||||||||||||||||||
| Term Loan A | % | % | N/A | N/A | |||||||||||||||||||
The Credit Agreement also contains events of default customary for financings of this type. The Company is in compliance with the Credit Agreement covenants.
Senior Unsecured Notes
On March 18, 2026, Versigent U.S. and Versigent Luxembourg issued $800 million aggregate principal amount of their 6.125 % senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of their 6.375 % senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were sold to investors in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Approximately $23 million in debt issuance costs were incurred in connection with the issuance of the Notes.
The 2031 Notes will mature on April 15, 2031 and were priced at 100 % of par, resulting in a yield to maturity of 6.125 %. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.
The 2034 Notes will mature on April 15, 2034 and were priced at 100 % of par, resulting in a yield to maturity of 6.375 %. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.
The notes are guaranteed, jointly and severally, on an unsecured basis, by each of our current and future domestic subsidiaries that guarantee our Credit Facilities, as described above. The proceeds from the Notes, together with the proceeds from the borrowings under the Credit Agreement, were used to fund a $1,894 million dividend to the Former Parent, with remaining proceeds used for general corporate purposes.
20
Other Financing
Finance leases and other—As of September 30, 2026 and December 31, 2025, approximately $51 million and $61 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations were outstanding.
Interest—Cash paid for interest related to debt outstanding totaled $18 million and $2 million for the nine months ended September 30, 2026 and 2025, respectively.
11. PENSION BENEFITS
The Company sponsors defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. The Company’s primary plans are located in Mexico, Germany, Portugal and Turkey. Certain Mexican plans are funded. Certain of the Company’s Mexican plans, as well as the Turkey plan, provide for benefits payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period. The Company does not have any U.S. pension assets or liabilities.
In the first quarter of 2026, the Company recorded a curtailment loss of $4 million resulting from a workforce reduction related to a planned closure of a European manufacturing site.
The amounts shown below reflect the defined benefit pension expense for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Settlement loss | |||||||||||||||||||||||
| Curtailment loss | |||||||||||||||||||||||
| Amortization of actuarial losses | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
Other postretirement benefit obligations as of September 30, 2026 was $1 million and there were no other postretirement benefit obligations as of December 31, 2025.
Multiemployer Pension Plans
12. COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
The Company is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of the Company that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of the Company. With respect to warranty matters, although the Company cannot ensure that the future costs of warranty claims by customers will not be material, the Company believes its established reserves are adequate to cover potential warranty settlements.
Environmental Matters
The Company is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of September 30, 2026 and December 31, 2025, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities were de minimis. The Company cannot ensure that environmental
21
requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, the Company’s results of operations could be materially affected. At September 30, 2026, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.
13. INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Global economic conditions and geopolitical factors are difficult to predict and may cause fluctuations in our expected results of operations for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
The Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The Company’s tax rate is affected by the fact that it is a Swiss resident tax payer, the tax rates in Switzerland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.
The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 includes net discrete tax expenses of approximately $2 million and net discrete tax expenses of $20 million, respectively. The net discrete tax expenses for the three months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the three months ended September 30, 2025 are primarily related to changes in valuation allowances.
The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 includes net discrete tax benefits of approximately $19 million and net discrete tax expenses of $16 million, respectively. The net discrete tax benefits for the nine months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the nine months ended September 30, 2025 are primarily related to changes in valuation allowances.
Versigent is a Swiss resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Swiss tax on the repatriation of foreign earnings.
Cash paid or withheld for income taxes was $74 million and $72 million for the nine months ended September 30, 2026 and 2025, respectively.
As part of the Spin-Off, we entered into a number of agreements with the Former Parent to govern the Separation and our relationship with the Former Parent following the Separation including a Tax Matters Agreement. Pursuant to the Tax Matters Agreement executed in connection with the Spin-Off, Aptiv will generally be responsible and indemnify us for taxes imposed
22
on a joint return basis for periods ending on the Distribution Date. As a result of the execution of the Tax Matters Agreement during the quarter ended March 31, 2026, the Company released its remaining tax indemnification liability to the Former Parent through Former Parent Investment related to any joint return basis positions for periods ending on the Distribution Date.
On January 15, 2025, the OECD released Administrative Guidance (the “Guidance”) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework. Jurisdictions that have adopted the Framework may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. While the Guidance is applicable to the tax incentive granted to the Company’s Swiss subsidiary in 2023, a full valuation allowance against this attribute has been maintained since 2023. Therefore, the Guidance did not result in a change on the Company’s consolidated financial statements. No other deferred tax assets are impacted by the Guidance.
14. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to Versigent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Versigent by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For periods prior to the Spin-Off, the denominator for basic and diluted earnings per share was calculated using the 70.89
Weighted Average Shares
The following table illustrates earnings per share attributable to Versigent and the weighted average shares outstanding used in calculating basic and diluted earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net income attributable to Versigent | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average ordinary shares outstanding, basic | |||||||||||||||||||||||
| Dilutive shares related to restricted stock units | |||||||||||||||||||||||
| Weighted average ordinary shares outstanding, including dilutive shares | |||||||||||||||||||||||
Earnings per share attributable to Versigent: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Share Repurchase Program
In April 2026, our Board of Directors approved a new stock repurchase program that allows the Company to convert a portion of its ordinary shares into redeemable shares from time to time, in an aggregate amount not to exceed $250 million. We
23
will determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount of these purchases, if any, may change.
Dividends
The Company has declared and paid cash dividends per ordinary share during the periods presented as follows:
| Dividend Per Ordinary Share | Amount (in millions) | ||||||||||
| 2026: | |||||||||||
| Third quarter | $ | $ | |||||||||
| Total | $ | $ | |||||||||
In addition, on November 3, 2026, our Board of Directors declared a quarterly cash dividend of $0.13 per ordinary share, payable on December 17, 2026 to shareholders of record at the close of business on December 4, 2026. The announcement and payment of cash dividends on our ordinary shares in the future, in this amount or otherwise, will be within the discretion of our Board of Directors at such time.
15. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss attributable to Versigent (net of tax) for the three and nine months ended September 30, 2026 and 2025 are shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Aggregate adjustment for the period | ( | ( | |||||||||||||||||||||
| Net transfers from Former Parent | |||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Gains (losses) on derivatives: | |||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||
Other comprehensive income before reclassifications (net tax effect of $ | |||||||||||||||||||||||
Reclassification to income (net tax effect of $ | ( | ( | |||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||
| Pension and postretirement plans: | |||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||
Other comprehensive loss before reclassifications (net tax effect of $ | ( | ||||||||||||||||||||||
Reclassification to income ( | |||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
24
Reclassifications from accumulated other comprehensive income (loss) to income for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Reclassification Out of Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Details About Accumulated Other Comprehensive Income Components | Three Months Ended September 30, | Nine Months Ended September 30, | Affected Line Item in the Statements of Operations | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives: | ||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | Cost of sales | |||||||||||||||||||||||||||
| Foreign currency derivatives | Cost of sales | |||||||||||||||||||||||||||||||
| Income before income taxes and equity income | ||||||||||||||||||||||||||||||||
| ( | ( | Income tax expense | ||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | Net income attributable to Versigent | ||||||||||||||||||||||||||||
| Pension and postretirement plans: | ||||||||||||||||||||||||||||||||
| Actuarial loss | $ | $ | ( | $ | $ | ( | Other expense, net (1) | |||||||||||||||||||||||||
| Settlement loss | ( | ( | Other expense, net (1) | |||||||||||||||||||||||||||||
| ( | ( | ( | ( | Income before income taxes and equity income | ||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||
| ( | ( | ( | ( | Net income | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | Net income attributable to Versigent | ||||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 11. Pension Benefits for additional details).
25
16. DERIVATIVES AND HEDGING ACTIVITIES
Cash Flow Hedges
Versigent is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Versigent aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Versigent enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Versigent assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
As of September 30, 2026, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:
| Commodity | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in thousands) | (in millions) | ||||||||||||||||
| Copper | pounds | $ | |||||||||||||||
| Foreign Currency | Quantity Hedged | Unit of Measure | Notional Amount (Approximate USD Equivalent) | ||||||||||||||
| (in millions) | |||||||||||||||||
| Mexican Peso | MXN | $ | |||||||||||||||
| Chinese Renminbi | RMB | $ | |||||||||||||||
As of September 30, 2026, Versigent has entered into derivative instruments to hedge cash flows extending out to September 2028.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow hedges included in accumulated OCI as of September 30, 2026 were $89 million (approximately $76 million, net of tax). Of this total, approximately $83 million of gains are expected to be included in cost of sales within the next 12 months and approximately $6 million of gains are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Versigent determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.
Derivatives Not Designated as Hedges
In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other expense, net and cost of sales in the consolidated statements of operations.
26
Fair Value of Derivative Instruments in the Balance Sheet
The fair value of derivative financial instruments recorded in the consolidated balance sheet as of September 30, 2026 is as follows:
| Asset Derivatives | Liability Derivatives | Net Amounts of Assets and (Liabilities) Presented in the Balance Sheet | |||||||||||||||||||||||||||
| Balance Sheet Location | September 30, 2026 | Balance Sheet Location | September 30, 2026 | September 30, 2026 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Commodity derivatives | Other current assets | $ | Accrued liabilities | $ | $ | ||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | Other current assets | |||||||||||||||||||||||||||
| Commodity derivatives | Other long-term assets | Other long-term liabilities | |||||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term assets | Other long-term assets | |||||||||||||||||||||||||||
| Foreign currency derivatives* | Other long-term liabilities | Other long-term liabilities | ( | ||||||||||||||||||||||||||
| Total derivatives designated as hedges | $ | $ | |||||||||||||||||||||||||||
| Derivatives not designated: | |||||||||||||||||||||||||||||
| Foreign currency derivatives* | Other current assets | $ | Other current assets | $ | |||||||||||||||||||||||||
| Foreign currency derivatives* | Accrued liabilities | Accrued liabilities | ( | ||||||||||||||||||||||||||
| Total derivatives not designated as hedges | $ | $ | |||||||||||||||||||||||||||
* Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Versigent’s derivative financial instruments were in a net asset position as of September 30, 2026.
Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income
The pre-tax effects of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 are as follows:
| Three Months Ended September 30, 2026 | Gain (Loss) Recognized in OCI | Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | $ | |||||||||
| Foreign currency derivatives | ( | ||||||||||
| Total | $ | $ | |||||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
27
| Nine Months Ended September 30, 2026 | Gain (Loss) Recognized in OCI | Gain Reclassified from OCI into Income | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Commodity derivatives | $ | $ | |||||||||
| Foreign currency derivatives | |||||||||||
| Total | $ | $ | |||||||||
| Loss Recognized in Income | |||||
| (in millions) | |||||
| Derivatives not designated: | |||||
| Foreign currency derivatives | $ | ( | |||
| Total | $ | ( | |||
The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other expense, net in the consolidated statements of operations for the three and nine months ended September 30, 2026.
Refer to Note 2. Significant Accounting Policies and Note 17. Fair Value of Financial Instruments for additional information.
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements on a Recurring Basis
Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Versigent’s derivative exposures are with counterparties with long-term investment grade credit ratings. Versigent estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Versigent also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Versigent is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Versigent is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Versigent uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Versigent generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of September 30, 2026, Versigent was in a net derivative asset position of $76 million, and no significant adjustments were recorded based on the evaluation of our own nonperformance risk and because Versigent’s exposures were to counterparties with investment grade credit ratings.
As of September 30, 2026, Versigent had the following assets measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of September 30, 2026: | |||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency derivatives | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
28
As of September 30, 2026, Versigent had the following liabilities measured at fair value on a recurring basis:
| Total | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| As of September 30, 2026: | |||||||||||||||||||||||
| Foreign currency derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Non-derivative financial instruments—Versigent’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which may consist of accounts receivable factoring arrangements, finance leases and other debt issued by Versigent’s non-U.S. subsidiaries, the Credit Facilities and all series of outstanding senior notes. The fair value of debt is developed using observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. As of September 30, 2026 total debt was recorded at $2,124 million and had an estimated fair value of $2,075 million. For all other financial instruments recorded at September 30, 2026, fair value approximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Versigent also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Financial and nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, equity investments without readily determinable fair values and liabilities for exit or disposal activities measured at fair value upon initial recognition. Versigent recorded non-cash long-lived asset impairment charges of $7 million and $14 million during the three and nine months ended September 30, 2026, respectively, within cost of sales, primarily related to the declines in the fair value of certain long-lived assets and a planned site exit. The Company recorded long-lived asset impairment charges which were de minimis and $3
18. OTHER EXPENSE, NET
Other expense, net included:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Components of net periodic benefit cost other than service cost (Note 11) | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Other expense, net | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
29
19. SHARE-BASED COMPENSATION
Long-Term Incentive Plan
The Versigent PLC 2026 Long-Term Incentive Plan (the “PLC LTIP”) allows for the grant of share-based awards (up to 6,380,429 shares) for long-term compensation. The Company had no share-based compensation plans prior to the Spin-Off; however certain of our employees participated in the Former Parent’s share-based compensation arrangement, the Aptiv PLC 2024 Long-Term Incentive Plan and the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (together the “Former Parent Plan”). As discussed further below, outstanding awards under the Former Parent Plan were adjusted and converted into Versigent equity awards.
Share-based compensation expense within the consolidated financial statements for periods prior to the Spin-Off was allocated to Versigent based on the awards and terms previously granted to Versigent employees while part of the Former Parent, and includes the cost of Versigent employees who participated in the Former Parent Plan, as well as an allocated portion of the cost of the Former Parent’s corporate employee awards.
In connection with the Spin-Off, outstanding equity awards to executives under the Former Parent Plan were adjusted and converted into Versigent equity awards using a formula designed to maintain the economic value of the awards immediately before and after the Spin-Off. Accordingly, the number of restricted stock units (“RSUs”) underlying each unvested award outstanding as of the date of the Separation was multiplied by a factor of 2.453. The RSUs continue to vest in accordance with their original vesting period. The conversions of equity awards did not have a material impact on the Company’s consolidated financial statements.
All RSUs granted under the PLC LTIP, including adjusted and converted equity awards under the Former Parent Plan, are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
Board of Director Awards
| Grant Date | RSUs granted | Grant Date Fair Value (1) | Vesting Date | Shares Issued Upon Vesting | Fair Value of Shares at Issuance | Shares Withheld to Cover Withholding Taxes | ||||||||||||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||||||||||||||
| April 2026 | $ | 2027 (2) | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.
(2)Pursuant to their respective award agreements the RSUs vest on the day immediately preceding the next Annual General Meeting of Shareholders occurring after their grant.
30
Executive Awards
Executive awards include a time-based vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 40 % of the awards for the Company’s officers and 50 % for the Company’s other executives, generally vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60 % of the awards for the Company’s officers and 50 % for the Company’s other executives, generally vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240 % (200 % prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
| Metric | 2026 Grant | 2025 Former Parent Grant | 2024 Former Parent Grant | ||||||||||||||||||||
| Average return on invested capital (1) | N/A | ||||||||||||||||||||||
| Adjacent market revenue | N/A | ||||||||||||||||||||||
| Relative total shareholder return (2) | (3) | (3) | |||||||||||||||||||||
| Average return on net assets (4) | N/A | N/A | |||||||||||||||||||||
| Cumulative net income | N/A | N/A | |||||||||||||||||||||
(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.
(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
(3)The performance-based RSUs granted in 2025 and 2026 are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20 20
(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
The details of the annual executive grants are as follows:
| Grant Date | RSUs Granted | Grant Date Fair Value | Time-Based Award Vesting Dates | Performance-Based Award Vesting Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| April 2026 | $ | Annually in February, 2027 - 2029 | December 31, 2028 | |||||||||||||||||||||||
The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of Versigent’s ordinary shares on the date of the grant of the award and a contemporaneous valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of Versigent’s ordinary shares on the date of such grant.
31
A summary of RSU activity, including award grants, vesting and forfeitures is provided below:
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Nonvested, January 1, 2026 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Conversion and employee transfers (1) | |||||||||||
| Nonvested, September 30, 2026 (2) | $ | ||||||||||
(1)Reflects the conversion of outstanding equity awards to executives under the Former Parent Plan into Versigent equity awards in conjunction with the Spin-Off, along with the transfer of certain corporate employees to Versigent.
(2)Nonvested RSUs and the corresponding weighted average grant date fair value as of September 30, 2026 are presented on a Versigent basis using the conversion factor described above in connection with the Spin-Off.
Share-based compensation expense related to these RSUs, which for periods prior to the Spin-Off includes the cost of Versigent employees who participated in the Former Parent plan as well as an allocated portion of the cost of Former Parent senior management awards, was $9 million ($9 million, net of tax) and $8 million ($7 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended September 30, 2026 and 2025, respectively. Share-based compensation expense recorded within the consolidated statement of operations included $28 million ($27 million, net of tax) and $24 million ($21 million, net of tax) during the nine months ended September 30, 2026 and 2025, respectively.
Versigent will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of September 30, 2026, unrecognized compensation expense on a pretax basis of approximately $63 million is anticipated to be recognized over a weighted average period of approximately 2 years.
20. SEGMENT REPORTING AND REVENUE
The Company operates its core business as a single reportable segment, which includes low-voltage and high-voltage electrical architectures. Financial results for the Company’s reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s chief operating decision maker (“CODM”) to assess performance and make internal operating decisions about allocating resources. The Company’s CODM is the Chief Executive Officer.
Generally, the Company’s management, including the CODM, utilizes net income (loss) to evaluate the Company’s performance, the allocation of operating and capital resources and for planning and forecasting purposes.
Included below are segment net sales, significant expenses and operating data for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
(1)Other segment items primarily include amortization, restructuring, separation costs, interest expense, other expense, net, income tax expense and equity income, net.
32
Included below is additional segment information for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in USD millions) | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Equity income, net | |||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||
| Other expense, net | ( | ( | ( | ||||||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||||||||
| Separation costs | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization (1) | ( | ( | ( | ( | |||||||||||||||||||
| Capital expenditures | ( | ( | ( | ( | |||||||||||||||||||
(1)Segment depreciation and amortization is included within cost of sales, selling, general and administrative expense and amortization expense disclosed.
Included below is balance sheet data as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in USD millions) | |||||||||||
| Investments in affiliates | |||||||||||
| Segment assets | |||||||||||
Nature of Goods and Services
The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. The Company recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.
Although production parts are highly customized with no alternative use, the Company does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.
Refer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.
Revenue by Product Line
Revenue by product line for the three and nine months ended September 30, 2026 and 2025 is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Low-Voltage Electrical Architecture | $ | $ | $ | $ | |||||||||||||||||||
| High-Voltage Electrical Architecture | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
33
Revenue by Geographic Region
Net sales reflects the manufacturing location and is for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geographic Markets: | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe, Middle East & Africa | |||||||||||||||||||||||
Asia Pacific | |||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
Consistent with the recognition of production parts revenue at a point in time title transfers to the customer, the Company has no
Remaining Performance Obligations
For production parts, customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. There are no contracts for production parts outstanding beyond one year. The Company does not enter into fixed long-term supply agreements.
As permitted, the Company does not disclose information about remaining performance obligations that have original expected durations of one year or less for production parts.
Payments to Customers
From time to time, the Company makes payments to customers in conjunction with ongoing business. These payments to customers are generally one-time, upfront payments made in connection with the award of new business to us and are recognized as a reduction to revenue at the time of the commitment to make these payments. The amount of these payments was not significant for the nine months ended September 30, 2026 and 2025.
However, certain of these payments to customers, or upfront fees, are capitalized as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of September 30, 2026 and December 31, 2025, the Company has recorded $31 million (of which $5 million was classified within other current assets and $26 million was classified within other long-term assets) and $33 million (of which $7 million was classified within other current assets and $26 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.
34
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q, including the exhibits being filed as part of this report, as well as other statements made by Versigent (“Versigent,” the “Company,” “we,” “us” and “our”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions, business plans and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, expressed or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: disruptions in the supply of raw materials and other supplies integral to our products; future significant public health crises and other global health crises and the measures taken in response thereto; a prolonged recession and/or a downturn in global automotive sales; the volatile global economic environment and geopolitical conditions, including conditions affecting the credit market and global inflationary pressures; our reliance on relationships with collaborative partners and other third parties for product development and such parties’ failure to perform; employee strikes and labor-related disruptions involving us or one or more of our customers affecting our operations; fluctuations in interest rates and foreign currency exchange rates; our failure to comply with the numerous laws and regulations to which we are subject; adverse developments affecting one or more of our suppliers; any adverse impact of legal proceedings and disputes in which we are involved; challenges to our historical and future tax positions by taxing authorities; an increase in our tax burden due to ongoing or future tax audits; our failure to attract and retain key salaried employees and management personnel; our failure to manage the transition to a standalone public company; and our failure to achieve some or all of the benefits expected from our recently completed spin-off. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission, including those set forth in the Company’s Information Statement furnished with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. Versigent disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.
35
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of Versigent PLC (“Versigent”) for the three and nine months ended September 30, 2026. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in the following sections:
•Spin-Off from Aptiv
•Basis of Presentation
•Executive Overview
•Results of Operations
•Non-GAAP Measures
•Liquidity and Capital Resources
•Off-Balance Sheet Arrangements
•Critical Accounting Estimates
•Recently Issued Accounting Pronouncements
Within this MD&A, “Versigent,” the “Company,” “we,” “us” and “our” refer to Versigent PLC. “Aptiv” or “Former Parent” refers to Aptiv PLC. The Company’s ordinary shares are publicly traded on the New York Stock Exchange (“NYSE”) under the trading symbol “VGNT.”
Spin-Off from Aptiv
On January 22, 2025, Aptiv announced its intention to separate its Electrical Distribution Systems business by means of a Spin-Off (the “Separation” or “Spin-Off”). On April 1, 2026 (the “Distribution Date”), the Spin-Off, which created Versigent PLC, was completed in the form of a distribution of all of the ordinary shares of Versigent to holders of Aptiv’s ordinary shares on a pro rata basis. Each holder of record of Aptiv ordinary shares received one Versigent ordinary share for every three Aptiv ordinary shares held on March 17, 2026 (the “Record Date”). In lieu of fractional shares of Versigent, stockholders of the Company received cash. As a result of these transactions, all of the assets, liabilities, and legal entities comprising Aptiv’s Electrical Distribution Systems business are now owned directly, or indirectly through its subsidiaries, by Versigent.
As part of the Spin-Off, we entered into a number of agreements with Aptiv to govern the Separation and our relationship with the Former Parent following the Separation, including a Separation and Distribution Agreement, Transition Services Agreement, supply agreements, Tax Matters Agreement and Employee Matters Agreement. Refer to the Company’s Information Statement furnished with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026 for a description of the material terms of these agreements. These agreements provided for the allocation between Versigent and the Former Parent’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the Separation and govern certain relationships between the Company and Former Parent after the Spin-Off.
Basis of Presentation
Prior to the Spin-Off on April 1, 2026, the historical financial statements of Versigent were prepared on a stand-alone combined basis and were derived from the Former Parent’s consolidated financial statements and accounting records as if the Electrical Distribution Systems segment of the Former Parent had been part of Versigent for all periods presented. Accordingly, for periods presented prior to April 1, 2026, our financial statements are presented on a combined basis and the periods subsequent to April 1, 2026 are presented on a consolidated basis (all periods hereinafter are referred to as the “consolidated financial statements”). The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
The Company’s historical financial statements for periods prior to the Spin-Off reflect an allocation of expenses related to certain corporate functions of the Former Parent, including senior management, legal, human resources, finance and accounting, treasury, information technology services and support, cash management, payroll processing, pension and benefit administration and other shared services. These costs were allocated using methodologies that management believes were reasonable for the item being allocated. Allocation methodologies included direct usage when identifiable, as well as the Company’s relative share of revenues, headcount or functional spend as a percentage of the total. However, the allocations are not indicative of the actual expenses that would have been incurred had the Company operated as a stand-alone publicly-traded company for the periods presented. Former Parent allocations are further described in Note 3. Related-Party Transactions to the consolidated financial statements.
36
For periods prior to April 1, 2026, the consolidated financial statements principally represent the historical results of operations and assets and liabilities of the Former Parent’s Electrical Distribution Systems segment. They may not be indicative of Versigent’s future performance and do not necessarily reflect what Versigent’s consolidated results of operations, financial condition and cash flows would have been had Versigent operated as a separate, publicly traded company during the periods presented.
Executive Overview
Our Business
Versigent is a global leader in the design, development and manufacture of low-voltage (“LV”) and high-voltage (“HV”) electrical architectures. We are a global supplier of optimized vehicle architecture solutions to a broad customer base primarily comprised of original equipment manufacturers (“OEMs”) that manufacture increasingly software-defined, electrified and feature-rich vehicles. Our products provide the signal, power and data distribution that supports increased vehicle content and electrification and enables increased safety, reduced emissions, and enhanced vehicle connectivity.
We sell our extensive portfolio of optimized solutions for signal, power and data distribution to leading OEMs of both light vehicles (passenger cars, trucks and vans and sport-utility vehicles) and commercial vehicles (light-duty, medium-duty and heavy-duty trucks, commercial vans, buses and off-highway vehicles). We believe our ability to support the growing trends of increased electrification of passenger and commercial vehicles, the enablement of enhanced safety features and the consumer-driven demand for more in-vehicle electronics and features will provide continued opportunities for market share expansion and revenue growth.
We also develop, manufacture and sell our solutions to a number of adjacent end markets. These markets include our commercial vehicles business, as well as agriculture, construction, and grid and infrastructure, and we have begun exploring other industrial end markets, including off-grid power storage and robotics. With a proven portfolio of solutions, we expect to leverage our long-standing customer relationships, technical expertise within power, data and signal distribution, and capabilities built serving the global automotive industry to further penetrate these adjacent markets.
Business Strategy
Our strategy is to continue to develop market-relevant technologies that solve our OEM customers’ increasingly complex challenges and leverage our portfolio of signal, power and data solutions, global manufacturing capabilities, and lean and flexible cost structure to continue to penetrate the automotive, commercial vehicle and adjacent markets to deliver strong revenue growth, margin expansion, earnings and cash flow growth.
Trends, Uncertainties and Opportunities
Economic conditions. Our business is directly related to automotive sales and automotive vehicle production by our customers. Automotive sales depend on a number of factors, including global and regional economic conditions. Global vehicle production increased approximately 4% from 2024 to 2025, reflecting 10% growth in China and 1% in South America, partially offset by declines of 2% in North America and 1% in Europe. Refer to Note 20. Segment Reporting and Revenue for financial information concerning principal geographic areas.
Global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our sales and profitability, and these trends have continued in 2026. Changes in trade policies, tariffs, and other geopolitical factors have affected and could continue to affect our operations and those of our OEM customers, potentially resulting in lower production volumes or shifts to higher-cost regions. Rising interest rates may also reduce vehicle demand through higher borrowing costs and tighter credit availability. Economic weakness may shift sales toward vehicles with lower content, which could adversely affect our profitability. Although our diversified footprint and flexible cost structure provide resilience, shifts in regional production or vehicle mix may negatively impact margins.
Global supply chain disruptions. Global supply chain disruptions have caused, and may continue to cause, production interruptions that affect our ability to meet OEM demand. Uncertainty driven by evolving trade policies has also increased volatility across the industry.
In addition, we continue to manage inventory levels to support customers’ vehicle production schedules. As of September 30, 2026 and December 31, 2025, we have not experienced significant raw material shortages; however, inventory levels have remained elevated due to recent OEM production volatility and cancellations. We are actively managing inventory to balance supply continuity and working capital efficiency.
37
Key growth markets. We believe our global presence positions us to benefit from long-term growth in key markets. We continue to expand relationships with global and regional OEMs and leverage our footprint in best cost countries to support growth and margin improvement.
We maintain a strong presence in China, where automotive production grew 10% in 2025 following growth of 4% in 2024. While growth has moderated and market dynamics have become more volatile, long-term demand is supported by rising income levels and regulatory-driven content increases. Our China operations remain sensitive to economic conditions and increasing market share of domestic OEMs, which has pressured non-Chinese OEM production. Despite these dynamics, we expect continued long-term demand, including growth in electrified vehicles.
Market driven products. Our advanced portfolio of LV and HV signal, power and data distribution and charging solutions enables OEMs to meet increasingly stringent regulatory requirements and growing demand for vehicle content and technology. We expect to benefit from long-term industry trends, including electrification and increased vehicle complexity, and are investing in technologies that address our customers’ evolving needs while supporting diversification into adjacent markets. Key innovation priorities include cable and harness technologies and design and assembly automation for electrified, software-defined vehicles. While high-voltage electrification remains a key focus, some OEMs have recently delayed certain EV investments amid softer demand expectations, particularly in North America.
Global capabilities and risks. OEMs are increasingly standardizing platforms and regionalizing supply chains, favoring suppliers with global scale and flexible manufacturing capabilities. Our global footprint enables efficient production in best cost regions while supporting localized customer requirements.
Our operations are subject to risks associated with global business activities, including changes in trade policies, tariffs, tax regimes (including the Organisation for Economic Co-operation and Development (“OECD”) Pillar Two framework), labor regulations, and geopolitical conflicts. Changes to trade laws or increased restrictions on imports from key manufacturing regions could adversely affect our business.
While the impacts to the Company resulting from incremental tariffs have had limited impact to date, the future impact of any announced tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available. We continue to monitor developments and implement mitigation strategies; however, their effectiveness cannot be assured.
Labor cost increases and potential regulatory reforms may increase operating costs. In addition, global conflicts and geopolitical tensions may disrupt supply chains, increase logistics costs, and impact demand.
Engineering, design and development. Our history and culture of innovation have enabled us to develop significant intellectual property and design and development expertise to provide advanced technology solutions that meet the demands of our customers. We collaborate with OEMs, government agencies, and industry partners, with customers typically co-investing in engineering expenditures. Customer co-investment supports product development, accelerates the pace of innovation and reduces the risk associated with successful commercialization of technological breakthroughs. We also encourage “open innovation” and collaborate extensively with peers in the industry, government agencies and academic institutions. We continue to invest in research and development to support product innovation and long-term growth while maintaining disciplined capital allocation.
Pricing. Cost reduction initiatives adopted by our customers continue to drive pricing pressure, including contractual step-downs in component pricing over program life cycles. Our profitability depends on our ability to offset these reductions through operational efficiencies and cost savings. Inflationary pressures and evolving trade policies have increased costs and we continue to pursue commercial recoveries and contractual remedies to mitigate these impacts.
We maintain a flexible cost structure, with a significant portion of our hourly workforce located in best cost countries and approximately 37% contingent labor as of September 30, 2026. We continue to optimize our manufacturing footprint and cost structure through restructuring and operational initiatives to align capacity with demand and support investment in advanced technologies.
OEM product recalls. Global vehicle recalls have increased above historical levels, driven by both OEM-initiated actions and regulatory oversight. While recall frameworks vary by country, increasing component standardization across markets may contribute to rising recall activity outside the United States. Heightened regulatory and consumer focus on safety is expected to keep recall levels elevated in the near term. Despite our robust quality programs and processes, sustained elevated recall activity could adversely affect our business.
38
Operational performance. We pursue operational execution and continuous improvement initiatives intended to help offset the impact of labor and other cost inflation, project-related expenses, and launch costs as we continue to grow the business. These initiatives include, but are not limited to, purchasing cost savings, material productivity improvements, value engineering, content optimization, and manufacturing productivity and footprint optimization actions. The timing, magnitude, and effectiveness of these initiatives may impact our costs, margins, and operating results.
Results of Operations
Three and Nine Months Ended September 30, 2026 versus Three and Nine Months Ended September 30, 2025
The Company’s results of operations for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (Unfavorable) | 2026 | 2025 | Favorable/ (Unfavorable) | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Net sales | $ | 2,450 | $ | 2,286 | $ | 164 | $ | 7,106 | $ | 6,516 | $ | 590 | |||||||||||||||||||||||
| Cost of sales | 2,120 | 1,990 | (130) | 6,211 | 5,708 | (503) | |||||||||||||||||||||||||||||
| Gross margin | 330 | 13.5% | 296 | 12.9% | 34 | 895 | 12.6% | 808 | 12.4% | 87 | |||||||||||||||||||||||||
| Selling, general and administrative | 112 | 104 | (8) | 309 | 313 | 4 | |||||||||||||||||||||||||||||
| Amortization | — | — | — | 1 | 1 | — | |||||||||||||||||||||||||||||
| Restructuring | 22 | 21 | (1) | 68 | 62 | (6) | |||||||||||||||||||||||||||||
| Separation costs | 11 | 7 | (4) | 59 | 14 | (45) | |||||||||||||||||||||||||||||
| Operating income | 185 | 164 | 21 | 458 | 418 | 40 | |||||||||||||||||||||||||||||
| Interest expense | (36) | — | (36) | (77) | (3) | (74) | |||||||||||||||||||||||||||||
| Other expense, net | (2) | — | (2) | (9) | (1) | (8) | |||||||||||||||||||||||||||||
| Income before income taxes and equity income | 147 | 164 | (17) | 372 | 414 | (42) | |||||||||||||||||||||||||||||
| Income tax expense | (35) | (54) | 19 | (72) | (104) | 32 | |||||||||||||||||||||||||||||
| Income before equity income | 112 | 110 | 2 | 300 | 310 | (10) | |||||||||||||||||||||||||||||
| Equity income, net of tax | — | 3 | (3) | 9 | 11 | (2) | |||||||||||||||||||||||||||||
| Net income | 112 | 113 | (1) | 309 | 321 | (12) | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 10 | 4 | 6 | 11 | 10 | 1 | |||||||||||||||||||||||||||||
Net income attributable to Versigent | $ | 102 | $ | 109 | $ | (7) | $ | 298 | $ | 311 | $ | (13) | |||||||||||||||||||||||
Net sales and Cost of sales
Net sales for the three months ended September 30, 2026 totaled $2,450 million, an increase of $164 million, or 7%, compared to the three months ended September 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $2,120 million and 87%, respectively, during the three months ended September 30, 2026, compared to $1,990 million and 87%, respectively, during the three months ended September 30, 2025. The change in net sales, cost of sales, and gross profit for the three months ended September 30, 2026 was primarily driven by the impacts below.
| (in millions) | Net Sales | Cost of Sales | Gross Profit | ||||||||||||||
| Three Months Ended September 30, 2025 | $ | 2,286 | $ | 1,990 | $ | 296 | |||||||||||
| Volume | 11 | 9 | 2 | ||||||||||||||
| Net pricing | 21 | — | 21 | ||||||||||||||
| Foreign currency | 20 | 11 | 9 | ||||||||||||||
| Commodity impacts | 112 | 119 | (7) | ||||||||||||||
| Net operational performance and other | — | (9) | 9 | ||||||||||||||
| Three Months Ended September 30, 2026 | $ | 2,450 | $ | 2,120 | $ | 330 | |||||||||||
39
Our increased net sales reflect higher customer pass-through due to higher commodity costs, favorable net pricing and foreign currency impacts, primarily related to the Chinese Renminbi.
Cost of sales increased $130 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Increases were driven primarily by higher commodity prices and foreign currency impacts, partially offset by operational cost reductions.
Net sales for the nine months ended September 30, 2026 totaled $7,106 million, an increase of $590 million, or 9%, compared to the nine months ended September 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $6,211 million and 87%, respectively, during the nine months ended September 30, 2026, compared to $5,708 million and 88%, respectively, during the nine months ended September 30, 2025. The change in net sales, cost of sales, and gross profit for the nine months ended September 30, 2026 was primarily driven by the impacts below.
| (in millions) | Net Sales | Cost of Sales | Gross Profit | ||||||||||||||
| Nine Months Ended September 30, 2025 | $ | 6,516 | $ | 5,708 | $ | 808 | |||||||||||
| Volume | 191 | 145 | 46 | ||||||||||||||
| Net pricing | 9 | — | 9 | ||||||||||||||
| Foreign currency | 126 | 120 | 6 | ||||||||||||||
| Commodity impacts | 264 | 311 | (47) | ||||||||||||||
| Net operational performance and other | — | (73) | 73 | ||||||||||||||
| Nine Months Ended September 30, 2026 | $ | 7,106 | $ | 6,211 | $ | 895 | |||||||||||
Increasing volumes drove a 3% increase in sales for the period. This primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to a slight decrease in global automotive production. In addition, our net sales reflect higher customer pass-through due to higher commodity costs and foreign currency impacts, primarily related to the Euro and Chinese Renminbi.
Cost of sales increased $503 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Increases were driven by higher volumes, increases in commodity prices and foreign currency impacts, partially offset by operational cost reductions.
Selling, general and administrative expenses (SG&A)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | 2026 | 2025 | Favorable/(unfavorable) | |||||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 112 | $ | 104 | $ | (8) | $ | 309 | $ | 313 | $ | 4 | ||||||||||||||||||||||||||
| Percentage of net sales | 4.6 | % | 4.5 | % | 4.3 | % | 4.8 | % | ||||||||||||||||||||||||||||||
SG&A primarily includes administrative expenses, information technology costs, incentive compensation related costs and selling and marketing expenses. SG&A as a percentage of net sales remained relatively flat during the three months ended September 30, 2026 compared to the same period in 2025. SG&A as a percentage of net sales decreased during the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a decrease in bad debt expense.
Amortization
Amortization expense was de minimis for both the three months ended September 30, 2026 and 2025. Amortization expense was $1 million for both the nine months ended September 30, 2026 and 2025. Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the three and nine months ended September 30, 2026 reflects the continued amortization of our intangible assets.
Restructuring
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | |||||||||||||||||||||||||||||||||||||
| Restructuring | $ | 22 | $ | 21 | $ | (1) | $ | 68 | $ | 62 | $ | (6) | ||||||||||||||||||||||||||
| Percentage of net sales | 0.9 | % | 0.9 | % | 1.0 | % | 1.0 | % | ||||||||||||||||||||||||||||||
40
As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. Charges for the three and nine months ended September 30, 2026 included the recognition of approximately $14 million due to an early service contract cancellation in North America. Charges for the nine months ended September 30, 2026 also included the recognition of approximately $33 million for a program to downsize and close a European manufacturing site. Charges for the three and nine months ended September 30, 2025, included the recognition of approximately $12 million and $34 million, respectively, for charges incurred to downsize European sites.
The Company is focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. There have been no changes in previously initiated programs that have resulted, or are expected to result, in a material change to our restructuring costs. The Company expects to incur additional restructuring costs pursuant to approved programs of approximately $43 million, including $28 million related to a program focused on global workforce alignment, all of which are expected to be incurred within the next twelve months.
Refer to Note 9. Restructuring to the consolidated financial statements contained herein for additional information.
Separation costs
The Company incurred separation costs of $11 million and $7 million during the three months ended September 30, 2026 and 2025, respectively. During the the nine months ended September 30, 2026 and 2025, the Company incurred separation costs of $59 million and $14 million, respectively. Separation costs for all periods include one-time expenses related to the planning and execution of the Separation. The Company expects to continue to incur these additional expenses as Separation-related activities continue.
Interest expense
Interest expense was $36 million and de minimis for the three months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and 2025, interest expense was $77 million and $3 million, respectively. The increase during the three and nine months ended September 30, 2026 compared to 2025 was related to the issuance of our Senior Notes and Credit Agreement in connection with the Separation. Refer to Note 10. Debt, to the consolidated financial statements contained herein for additional information.
Other expense, net
Other expense, net was $2 million and de minimis for the three months ended September 30, 2026 and 2025, respectively. Other expense, net was $9 million and $1 million for the nine months ended September 30, 2026 and 2025, respectively. Other expense, net was comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/(unfavorable) | 2026 | 2025 | Favorable/(unfavorable) | |||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||
| Interest income | $ | 7 | $ | 3 | $ | 4 | $ | 10 | $ | 5 | $ | 5 | ||||||||||||||||||||||||||
| Components of net periodic benefit cost other than service cost (Note 11) | (6) | (2) | (4) | (21) | (6) | (15) | ||||||||||||||||||||||||||||||||
| Other, net | (3) | (1) | (2) | 2 | — | 2 | ||||||||||||||||||||||||||||||||
| Other expense, net | $ | (2) | $ | — | $ | (2) | $ | (9) | $ | (1) | $ | (8) | ||||||||||||||||||||||||||
Income Taxes
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||
| Income tax expense | $ | 35 | $ | 54 | $ | 19 | $ | 72 | $ | 104 | $ | 32 | ||||||||||||||||||||||||||
| Effective tax rate | 24 | % | 33 | % | 9 | % | 19 | % | 25 | % | 6 | % | ||||||||||||||||||||||||||
41
The Company’s tax rate is affected by the fact that it is a Swiss resident taxpayer, the tax rates in Switzerland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.
The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 includes net discrete tax expenses of approximately $2 million and net discrete tax expenses of $20 million, respectively. The net discrete tax expenses for the three months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the three months ended September 30, 2025 are primarily related to changes in valuation allowances.
The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 includes net discrete tax benefits of approximately $19 million and net discrete tax expenses of $16 million, respectively. The net discrete tax benefits for the nine months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the nine months ended September 30, 2025 are primarily related to changes in valuation allowances.
On January 15, 2025, the OECD released Administrative Guidance (the “Guidance”) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework. Jurisdictions that have adopted the Framework may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. While the Guidance is applicable to the tax incentive granted to the Company’s Swiss subsidiary in 2023, a full valuation allowance against this attribute has been maintained since 2023. No other deferred tax assets are impacted by the Guidance. Therefore, the Guidance did not result in a change on the Company’s consolidated financial statements. No other deferred tax assets are impacted by the Guidance.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that were applicable to Versigent beginning in 2025, with additional provisions applying in subsequent years. Included in these changes are favorable adjustments to deductions for interest, qualified property, and research and development expenditures, as well as reforms to the international tax framework. The Act will not have a material impact on the Company’s consolidated financial statements.
Refer to Note 13. Income Taxes to the consolidated financial statements contained herein for additional information.
Equity Income, net of tax
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Favorable/ (unfavorable) | 2026 | 2025 | Favorable/ (unfavorable) | |||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||
| Equity income, net of tax | $ | — | $ | 3 | $ | (3) | $ | 9 | $ | 11 | $ | (2) | ||||||||||||||||||||||||||
Equity income, net of tax reflects the Company’s interest in the results of ongoing operations of entities accounted for as equity method investments. Refer to Note 6. Investments in Affiliates to the unaudited consolidated interim financial statements included elsewhere in this information statement for additional information.
Non-GAAP Measures
We use both U.S. GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company performance.
Adjusted EBITDA is a non-GAAP measure, which is defined as net income (loss) attributable to Versigent before depreciation and amortization (including asset impairments), interest expense, income tax expense (benefit), net income (loss) attributable to noncontrolling interest, other expense (income), net, equity income (loss), net of tax, restructuring, separation costs related to the Spin-Off, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), and other special items. Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA margin is a non-GAAP measure, which is defined as Adjusted EBITDA as a percentage of net sales.
42
Adjusted EBITDA
We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. We also use Adjusted EBITDA in our financial decision-making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes.
Adjusted EBITDA and Adjusted EBITDA margin should not be considered a substitute for our reported results prepared in accordance with U.S. GAAP and should not be considered as an alternative to net income (loss) attributable to Versigent and net income (loss) margin, which are the most directly comparable financial measures to Adjusted EBITDA and Adjusted EBITDA margin that are prepared in accordance with U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin, as determined and measured by the Company, may not be comparable to similarly titled measures reported by other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales.
Adjusted EBITDA for the Three Months Ended September 30, 2026 versus the Three Months Ended September 30, 2025
The reconciliations of net income attributable to Versigent to Adjusted EBITDA for the three months ended September 30, 2026 and 2025 are as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| $ | Margin | $ | Margin | ||||||||||||||||||||||||||||||||
| Net income attributable to Versigent | $ | 102 | 4.2% | $ | 109 | 4.8% | |||||||||||||||||||||||||||||
| Interest expense | 36 | — | |||||||||||||||||||||||||||||||||
| Income tax expense | 35 | 54 | |||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 10 | 4 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 55 | 55 | |||||||||||||||||||||||||||||||||
| EBITDA | $ | 238 | 9.7% | $ | 222 | 9.7% | |||||||||||||||||||||||||||||
| Other expense, net | 2 | — | |||||||||||||||||||||||||||||||||
| Equity income, net | — | (3) | |||||||||||||||||||||||||||||||||
| Restructuring | 22 | 21 | |||||||||||||||||||||||||||||||||
| Separation costs | 11 | 7 | |||||||||||||||||||||||||||||||||
| Net loss on lease terminations | 2 | — | |||||||||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | — | 1 | |||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 275 | 11.2% | $ | 248 | 10.8% | |||||||||||||||||||||||||||||
The following table presents the year-over-year change in net sales and Adjusted EBITDA for the three months ended September 30, 2026 versus 2025:
| (in millions) | Net Sales | Adjusted EBITDA | |||||||||
| Three Months Ended September 30, 2025 | $ | 2,286 | $ | 248 | |||||||
| Volume | 11 | 2 | |||||||||
| Net pricing | 21 | 21 | |||||||||
| Foreign currency | 20 | 8 | |||||||||
| Commodity impacts | 112 | (7) | |||||||||
| Net operational performance and other | — | 3 | |||||||||
| Three Months Ended September 30, 2026 | $ | 2,450 | $ | 275 | |||||||
The increase in the Company’s Adjusted EBITDA was primarily due to favorable net pricing and foreign currency impacts primarily related to the Euro and Peso, partially offset by higher commodity costs.
43
Adjusted EBITDA for the Nine Months Ended September 30, 2026 versus the Nine Months Ended September 30, 2025
The reconciliations of net income attributable to Versigent to Adjusted EBITDA for the nine months ended September 30, 2026 and 2025 are as follows:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||
| $ | Margin | $ | Margin | ||||||||||||||||||||||||||
| Net income attributable to Versigent | $ | 298 | 4.2 | % | $ | 311 | 4.8 | % | |||||||||||||||||||||
| Interest expense | 77 | 3 | |||||||||||||||||||||||||||
| Income tax expense | 72 | 104 | |||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | 11 | 10 | |||||||||||||||||||||||||||
| Depreciation and amortization | 167 | 166 | |||||||||||||||||||||||||||
| EBITDA | $ | 625 | 8.8 | % | $ | 594 | 9.1 | % | |||||||||||||||||||||
| Other expense, net | 9 | 1 | |||||||||||||||||||||||||||
| Equity income, net | (9) | (11) | |||||||||||||||||||||||||||
| Restructuring | 68 | 62 | |||||||||||||||||||||||||||
| Separation costs | 59 | 14 | |||||||||||||||||||||||||||
| Net gain on lease terminations | (2) | — | |||||||||||||||||||||||||||
| Other acquisition and portfolio project costs | — | 4 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 750 | 10.6 | % | $ | 664 | 10.2 | % | |||||||||||||||||||||
The following table presents the year-over-year change in net sales and Adjusted EBITDA for the nine months ended September 30, 2026 versus 2025:
| (in millions) | Net Sales | Adjusted EBITDA | |||||||||
| Nine Months Ended September 30, 2025 | $ | 6,516 | $ | 664 | |||||||
| Volume | 191 | 46 | |||||||||
| Net pricing | 9 | 9 | |||||||||
| Foreign currency | 126 | 3 | |||||||||
| Commodity impacts | 264 | (47) | |||||||||
| Net operational performance and other | — | 75 | |||||||||
| Nine Months Ended September 30, 2026 | $ | 7,106 | $ | 750 | |||||||
The increase in the Company’s Adjusted EBITDA was primarily due to favorable volume and operational cost reductions offset by unfavorable commodity pricing impacts.
Liquidity and Capital Resources
Overview of Capital Structure
The Company’s liquidity requirements are primarily to fund our business operations, including capital expenditures, working capital requirements, operational restructuring activities and to fund debt service requirements. Our primary sources of liquidity are cash flows from operations, our existing cash balance, and as necessary, borrowings under credit facilities and issuance of long-term debt. To the extent we generate discretionary cash flow we may consider using this additional cash flow for optional prepayments, redemptions or repurchases of existing indebtedness (including through open market purchases), undertake new capital investment projects, strategic acquisitions, return capital to shareholders and/or general corporate purposes. We will also routinely monitor the markets and may opportunistically issue debt or equity to refinance existing debt or fund capital resources.
44
As of September 30, 2026, we had cash and cash equivalents of $638 million and net debt (defined as outstanding debt less cash and cash equivalents) of $1,486 million. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of September 30, 2026:
| September 30, 2026 | |||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | 638 | |||||||||
| Revolving Credit Facility, unutilized portion | 850 | ||||||||||
| Total available liquidity | $ | 1,488 | |||||||||
We expect existing cash, available liquidity and cash flows from operations to continue to be sufficient to fund our global operating activities, including restructuring payments, capital expenditures, debt obligations and separation activities.
We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. As of September 30, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $636 million. If additional non-U.S. cash was needed for our U.S. operations, we would utilize a combination of the strategies mentioned above.
Dividends
In April 2026, our Board of Directors approved a dividend policy under which the Company intends to return a portion of future earnings to shareholders through a regular dividend. On August 3, the Company's Board of Directors declared an inaugural quarterly cash dividend of $0.13 per ordinary share, paid on September 18, 2026 to shareholders of record at the close of business on September 4, 2026.
On November 3, the Company's Board of Directors declared a quarterly cash dividend of $0.13 per ordinary share, payable on December 17, 2026 to shareholders of record at the close of business on December 4, 2026.
The declaration and payment of future dividends are subject to the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition, results of operations, cash requirements, and other factors deemed relevant by the Board of Directors, and there can be no assurance that the Board of Directors will declare a dividend in the future.
Share Repurchase Program
In April 2026, our Board of Directors approved a stock repurchase program that allows the Company to convert a portion of its ordinary shares into redeemable shares from time to time, in an aggregate amount not to exceed $250 million. We will determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount of these share repurchases, if any, may change.
Credit Agreement
On November 26, 2025, Versigent PLC and its wholly-owned subsidiaries Versigent Corporation (“Versigent U.S.”) (formerly known as Cyprium Corporation) and Versigent Holdings Luxembourg S.À.R.L (“Versigent Luxembourg”) (formerly known as Cyprium Holdings Luxembourg S.À.R.L), entered into a credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and domestic collateral agent, and Wilmington Trust, National Association, as foreign collateral agent, with respect to $1.35 billion in senior secured credit facilities. The agreement was subsequently amended on March 25, 2026 and, as amended, is referred to herein as the “Credit Agreement”. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan A Facility, the “Credit Facilities”). The Credit Facilities became available to Versigent PLC in connection with the Spin-Off. Approximately $15 million in debt issuance costs were incurred in connection with the Credit Agreement.
As of September 30, 2026, Versigent had no amounts outstanding under the Revolving Credit Facility and no letters of credit have been issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
The Credit Facilities are subject to an interest rate, at our option, of either (a) the Alternate Base Rate (“ABR” as defined in the Credit Agreement), or (b) the Term Benchmark Rate (the “Term SOFR”, “Adjusted EURIBOR”, “Adjusted Term CORRA”, or “Adjusted TIIE Rate”, each as defined in the Credit Agreement) or (c) Daily Simple RFR (“RFR Loan” as defined in the Credit Agreement), in each case, plus an applicable margin that is based on our total leverage ratio (the ratio of
45
Consolidated Total Indebtedness to Consolidated Adjusted EBITDA, each as defined in the Credit Agreement). Interest is payable no less than quarterly. We may elect to change the selected interest rate over the term of the Credit Facilities in accordance with the provisions of the Credit Agreement.
The applicable interest rate margins for the Credit Facilities will increase or decrease from time to time between 1.25% and 2.00% per annum (for Term Benchmark and RFR loans) and between 0.25% and 1.00% per annum (for ABR loans), in each case based upon changes to our total leverage ratio. Accordingly, the interest rates for the Credit Facilities will fluctuate during the term of the Credit Agreement. The Credit Agreement also requires that we pay certain facility fees on the aggregate commitments under the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
Letters of credit are available for issuance under the Credit Agreement on terms and conditions customary for financings of this type, which issuances will reduce availability under the Revolving Credit Facility.
We are obligated to make quarterly principal payments throughout the term of the Term Loan A Facility. Borrowings under the Credit Agreement are prepayable at our option without premium or penalty, subject to customary increased cost provisions.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness, liens, restricted payments, investments, asset dispositions, affiliate transactions, and amendments of certain indebtedness. In addition, the Credit Agreement requires that we maintain a total leverage ratio of not greater than 4.25:1.00 for the first four quarters following the availability date, 4.00:1.00 for the fifth through eighth quarters following the availability date, and 3.75:1.00 for all quarters thereafter, and an Interest Coverage Ratio (the ratio of Consolidated Adjusted EBITDA to Ratio Interest Expense, each as defined in the Credit Agreement) of at least 3.00:1.00. The Credit Agreement contains provisions pursuant to which, based upon our achievement of certain corporate credit ratings, certain covenants and/or our obligation to provide collateral to secure the Credit Facilities, will be suspended.
Versigent U.S. and Versigent Luxembourg are each borrowers under the Credit Agreement, under which such borrowings are guaranteed by Versigent PLC. Additional subsidiaries of Versigent PLC may be added as co-borrowers or guarantors under the Credit Agreement from time to time on the terms and conditions set forth in the Credit Agreement. The obligations of each borrower under the Credit Agreement will be jointly and severally guaranteed by each other borrower and by certain of our existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors will be secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Versigent PLC.
Loans under the Term Loan A Facility bear interest, at Versigent’s option, at either (a) ABR or (b) Term Benchmark Rate and RFR (the “Benchmark Loans”) plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”). The rates under the Term Loan A Facility on the specified dates are set forth below:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| ABR plus | Benchmark Loans plus | ABR plus | Benchmark Loans plus | ||||||||||||||||||||
| Term Loan A | 0.50 | % | 1.50 | % | N/A | N/A | |||||||||||||||||
The Credit Agreement also contains events of default customary for financings of this type. The Company is in compliance with the Credit Agreement covenants.
Senior Unsecured Notes
On March 18, 2026, Versigent U.S. and Versigent Luxembourg issued $800 million aggregate principal amount of their 6.125% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of their 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were sold to investors in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Approximately $23 million in debt issuance costs were incurred in connection with the issuance of the Notes.
The 2031 Notes will mature on April 15, 2031 and were priced at 100% of par, resulting in a yield to maturity of 6.125%. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.
The 2034 Notes will mature on April 15, 2034 and were priced at 100% of par, resulting in a yield to maturity of 6.375%. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.
The notes are guaranteed, jointly and severally, on an unsecured basis, by each of our current and future domestic subsidiaries that guarantee our Credit Facilities, as described above. The proceeds from the Notes, together with the proceeds
46
from the borrowings under the Credit Agreement, were used to fund a $1,894 million dividend to the Former Parent, with remaining proceeds used for general corporate purposes.
Other Financing
Finance leases and other—As of September 30, 2026 and December 31, 2025, approximately $51 million and $61 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations of Versigent were outstanding.
Dividends from Equity Investments
No dividends were received from the Company’s equity method investments during the three months ended September 30, 2026 compared to $3 million received during the three months ended September 30, 2025. During the nine months ended September 30, 2026, Versigent received dividends of $2 million, compared to $11 million received during the nine months ended September 30, 2025. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Cash Flows
Operating activities—Net cash provided by operating activities totaled $419 million and $413 million for the nine months ended September 30, 2026 and 2025, respectively. Cash flows provided by operating activities for the nine months ended September 30, 2026 consisted primarily of net earnings of $309 million, increased by $224 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $122 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the nine months ended September 30, 2025 consisted primarily of net earnings of $321 million, increased by $199 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $131 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.
Investing activities—Net cash used in investing activities totaled $172 million and $123 million for the nine months ended September 30, 2026 and 2025, respectively, and consisted of capital expenditures.
Financing activities—Net cash provided by financing activities totaled $117 million and net cash used in financing activities totaled $271 million for the nine months ended September 30, 2026 and 2025, respectively. Cash flows provided by financing activities for the nine months ended September 30, 2026 primarily included $2,063 million in proceeds from issuance of senior notes and credit agreement, net of issuance costs, offset by a $1,894 million cash distribution paid to Former Parent in connection with the Separation. Cash flows used in financing activities for the nine months ended September 30, 2025 primarily included $145 million of repayments under short-term debt agreements and cash transferred to Former Parent.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
There have been no significant changes in our critical accounting estimates during the three and nine months ended September 30, 2026.
Recently Issued Accounting Pronouncements
The information concerning recently issued accounting pronouncements contained in Note 2. Significant Accounting Policies to the unaudited consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.
47
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information concerning our exposures to market risk as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Management,” in the Company’s Information Statement furnished with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026. There were no material changes to this information during the quarter ended September 30, 2026. As described in the Information Statement, we have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional exposure”). We also have currency exposures related to the translation of the financial statements of our non-U.S. subsidiaries that use the local currency as their functional currency into U.S. dollars, the Company’s reporting currency (“translational exposure”). As described in Note 16. Derivatives and Hedging Activities to the unaudited consolidated financial statements included in Part I, Item 1 of this report, to manage this risk the Company may designate certain qualifying instruments as net investment hedges of certain non-U.S. subsidiaries. The effective portion of the gains or losses on instruments designated as net investment hedges are recognized within the cumulative translation adjustment component of OCI to offset changes in the value of the net investment in these foreign currency-denominated operations.
ITEM 4. CONTROLS AND PROCEDURES
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance of achieving their objectives.
As of September 30, 2026, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, for disclosure purposes, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of September 30, 2026.
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal controls over financial reporting during the three and nine months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
48
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, alleged breaches of contracts, competition and antitrust matters, product warranties, intellectual property matters, personal injury claims and employment-related matters. For a description of our outstanding material legal proceedings, see Note 12. Commitments and Contingencies to the unaudited consolidated financial statements included in this report.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company’s risk factors previously disclosed in the “Risk Factors” section of the Company’s Information Statement filed as Exhibit 99.1 with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Executive Officers and Directors
During the three months ended September 30, 2026, none of the individuals serving as the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, at that time adopted, modified, or terminated
Indemnification Agreements
As of November 3, 2026, the Company entered into indemnification agreements with each director and each “officer,” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, to indemnify them for any liabilities they may incur due to their service for the Company, including any service provided to any subsidiary or affiliate of the Company (other than any Aptiv entities that are not currently affiliates of the Company) to the maximum extent permitted by law, including advancement of legal expenses, but excluding claims related to short-swing profits, clawbacks required by securities laws or as otherwise prohibited under applicable law or the jurisdiction of incorporation of the Company or the applicable affiliated entity. The agreement also obligates the Company us to use all reasonable endeavors to obtain customary insurance for such claims.
Shareholder Proposals
The Company’s Board has established April 27, 2027 as the date of the Company’s 2027 Annual General Meeting of Shareholders. Information regarding the 2027 Annual General Meeting will be disclosed in the Company’s definitive proxy statement for the 2027 Annual General Meeting to be filed with the Securities and Exchange Commission (the “Proxy Statement”).
The Company became a public company on April 1, 2026 and did not hold an annual meeting of shareholders since becoming a public company. Under Rule 14a-8(e) of the Securities Exchange Act of 1934, as amended (“Rule 14a-8”), the Company may establish a deadline for any shareholder seeking to submit a proposal to be included in the Proxy Statement under Rule 14a-8 at a reasonable time before the Company begins to publish its proxy materials. The Company has established November 18, 2026 as the deadline, and any such proposal must be received at the Company’s principal executive offices no later than the close of business on such date and comply with the procedures and requirements of Rule 14a-8.
Shareholders seeking to bring a matter before a general meeting outside the process described above may do so by following the procedures set forth in our Memorandum and Articles of Association and the Companies (Jersey) Law 1991, as amended.
Shareholders proposing nominees for election to the Board at 2027 Annual General Meeting must give timely written notice received at the Company’s principal executive offices no later than the close of business on March 8, 2027, and no earlier than November 28, 2026. In addition to complying with the Company’s Memorandum and Articles of Association, to nominate directors, shareholders must give timely notice that complies with the additional requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and which must be received no later than January 29, 2027.
49
ITEM 6. EXHIBITS
† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||
| 2.1 | * | 8-K | 2.1 | April 1, 2026 | ||||||||||||||||||||||
| 3.1 | * | 8-K | 3.1 | April 1, 2026 | ||||||||||||||||||||||
| 10.1 | * | 10-Q | 10.1 | August 4, 2026 | ||||||||||||||||||||||
| 10.2 | * | 10-Q | 10.2 | August 4, 2026 | ||||||||||||||||||||||
| 10.3 | * | 10-Q | 10.3 | August 4, 2026 | ||||||||||||||||||||||
| 10.4 | * | 10-Q | 10.4 | August 4, 2026 | ||||||||||||||||||||||
| 10.5 | # | |||||||||||||||||||||||||
| 31.1 | # | |||||||||||||||||||||||||
| 31.2 | # | |||||||||||||||||||||||||
| 32.1 | ## | |||||||||||||||||||||||||
| 32.2 | ## | |||||||||||||||||||||||||
| 101.INS | # | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File | ||||||||||||||||||||||||
| 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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document | ||||||||||||||||||||||||
+ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
†† This exhibit constitutes a management contract, compensatory plan, or arrangement.
# Filed electronically with the Report.
## This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section. Furnished electronically with this Report.
* Previously filed.
50
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.
| VERSIGENT PLC | ||||||||
| /s/ Doug Ostermann | ||||||||
| By: Doug Ostermann | ||||||||
| Chief Financial Officer | ||||||||
Dated: November 4, 2026
51
THIS AGREEMENT is dated 2026
BETWEEN:
(1)Versigent PLC, a company incorporated in Jersey (registered number 159788) whose registered office is at 13 Castle Street, St. Helier, JE1 1ES, Jersey (the “Company”); and
(2)[NAME] of [Address] (the “Indemnified Person”),
(3)(the “parties”).
WHEREAS:
(A)The Indemnified Person is a [director / officer] of the Company (such one or more roles, the “Primary Role”).
(B)The Company has agreed to indemnify the Indemnified Person on the terms and subject to the conditions set out in this Agreement in respect of the Primary Role and in respect of the Indemnified Person’s position or role from time to time as a director (or equivalent), board observer (or equivalent), management, supervisory or board committee member (as equivalent), secretary (or equivalent), officer, employee, agent or representative of or consultant to the Company and/or any Associated Company (as defined below) and/or as a Representative (as defined below).
(C)AGREED TERMS:
1.INTERPRETATION
1.1In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
1
1.1“Associated Company” | 1.1(a) any body corporate which from time to time and for the time being is (i) a subsidiary of the Company, (ii) a holding company of the Company or (iii) a subsidiary of such holding company; and 1.2(b) any other company, limited liability company, partnership, joint venture, trust, foundation or other enterprise from time to time and for the time being in which the Company or any of its subsidiaries or any holding company of the Company directly or indirectly holds a legal, beneficial or economic interest of 20% or more, 1.3for which purpose “body corporate”, “holding company” and “subsidiary” shall have the meanings given to those terms in Articles 2 and 2A of the Companies Law; provided, however, that (1) Aptiv PLC shall not be considered an “Associated Company” for any purpose under this Agreement, and (2) no entity, body corporate or other enterprise that is or was a direct or indirect subsidiary of Aptiv PLC or otherwise meets the definition of “Associated Company” pursuant to its connectivity to Aptiv PLC shall constitute an Associated Company for any purpose of this Agreement unless such entity independently satisfies the definition above of “Associated Company” by reference to Versigent PLC on or after April 1, 2026; | ||||
1.1“Business Day” | 1.1any day other than a Saturday or a Sunday or on which banks are not generally open for business in New York, London or Jersey; | ||||
2
1.1“Claims” | (a)any claim, action, suit, proceeding, investigation, examination, interview, hearing, subpoena, request for information, witness appearance, document production request or other formal or informal inquiry, whether actual, pending, threatened or anticipated, and whether civil, criminal, administrative, regulatory, judicial, arbitral, investigative or otherwise, including any appeal therefrom, and whether or not the Indemnified Person is a party thereto, in each case arising out of, relating to or in connection with any matter referred to in paragraph (d); (i)any circumstance, event, act, omission, allegation or matter arising out of, relating to or in connection with any matter referred to in paragraph (d), which has given rise to, may give rise to, or is reasonably capable of giving rise to, any matter referred to in paragraph (a); (ii)any matter arising out of, relating to or in connection with any matter referred to in paragraph (d) in respect of which the Indemnified Person is requested or required to provide information, documents, assistance, testimony, evidence or cooperation, whether or not any claim, action, proceeding, investigation or inquiry has been commenced against the Indemnified Person; (iii)any matter (whenever brought) arising out of, relating to or in connection with the actual, purported or alleged exercise or discharge of, or failure or alleged failure to exercise or discharge, any of the Indemnified Person’s powers, rights, duties or responsibilities in connection with: (iv)(i) the Primary Role; (v)(ii) the Indemnified Person’s role from time to time as a director (or equivalent), board observer (or equivalent), management, supervisory or board committee member (or equivalent), secretary (or equivalent), officer, employee, agent, representative of or consultant to the Company and/or any Associated Company and/or as a Representative; and/or (vi)(iii) the Indemnified Person’s role from time to time as a Representative, (vii)in each case whether before or after the date of this Agreement and including any actual or alleged negligence, default, breach of duty, breach of trust, misstatement, misleading statement, omission or other act or omission by the Indemnified Person; and (viii)all liabilities, damages, compensation, penalties, fines, awards, settlements, judgments, costs, charges, expenses (including legal and professional fees, retainers, court costs, transcripts, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) and other amounts reasonably incurred or suffered by the Indemnified Person in connection with any matter referred to in paragraphs (a) to (d), including, for the avoidance of doubt, in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any matter referred to in paragraphs (a) to (d) or (ii) establishing or enforcing a right to indemnification under this Agreement, the Company’s Memorandum and Articles of Association, applicable law or otherwise; | ||||
1.1“Companies Law” | 1.1the Companies (Jersey) Law 1991; | ||||
1.1“External Company” | 1.1any company, limited liability company, partnership, joint venture, trust, foundation or other enterprise, other than the Company or an Associated Company, of which the Indemnified Person is a Representative from time to time; | ||||
1.1“Primary Role” | 1.1has the meaning given in Recital (A); and | ||||
1.1“Representative” | 1.1a person who, at the request or direction of the Company or an Associated Company and for such period as the Company or that Associated Company (as applicable) may require, represents the Company or an Associated Company in any capacity in respect of or in connection with an External Company, including as a director (or equivalent), board observer (or equivalent), management, supervisory or board committee member (as equivalent), secretary (or equivalent), officer, employee, agent or representative of or consultant to an External Company. | ||||
1.2In this Agreement unless the context otherwise requires:
3
1.2.1references to legislation include any subordinate legislation (including regulations and orders) made under that legislation, whether before or after the date of this Agreement, and include a reference to such legislation as from time to time amended or re-enacted (including by way of consolidation or re-writing, and whether before or after the date of this Agreement) and, where such legislation has re-enacted or replaced any other legislation, such other legislation;
1.2.2references to law include reference to all applicable legislation and law in any part of the world, and include all applicable rules and regulations, codes of practice, codes of conduct, handbooks, policy statements or other guidance (whether or not having the force of law) issued from time to time by any governmental, administrative, supervisory, stock exchange, competition, regulatory, taxation, judicial, determinative, disciplinary or enforcement body, authority, agency, board, department, body, official, court or tribunal of any jurisdiction and whether supranational, national, regional or local, in each case in respect of whose rules or requirements the relevant person is subject;
1.2.3references to a “person” include a natural person, partnership, company, association, joint venture, consortium, organisation, foundation, trust, government or state (in each case whether or not having separate legal personality) and references to a “company” include any company, corporation, limited liability company, or other body corporate, wherever and however incorporated or established;
1.2.4the singular shall include the plural and vice versa and references to any gender or the neuter include a reference to the other gender and the neuter;
1.2.5any reference to this Agreement or to any other document is a reference to this Agreement or that other document as amended, varied, supplemented, replaced, restated or novated at any time;
1.2.6any reference to something being “in writing” or “written” shall include a reference to that thing being produced by any legible and non-transitory substitute for writing (including in electronic form) or partly in one manner and partly in another; and
1.2.7general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.
1.3The table of contents and headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
2.INDEMNITY
2.1Indemnity
2.1.1Subject to the remaining provisions of this Agreement, the Company shall, to the fullest extent permitted by applicable law from time to time and without prejudice to any
4
other indemnity or insurance to which the Indemnified Person may otherwise be entitled, indemnify and hold the Indemnified Person harmless in respect of all Claims.
2.1.2Advancement of payment shall be made by the Company to the Indemnified Person on a demand being made by the Indemnified Person (or, if later, three Business Days before the due date for payment of the relevant liability) subject to the provision of reasonable evidence of the amount and payment date of the relevant liability. Such payment shall be made without any set-off or counterclaim, shall be unsecured, interest free and free from any deduction or withholding except as required by this Agreement or by applicable law. Advances shall be made without regard to the Indemnified Person’s ability to repay such amounts and without regard to the Indemnified Person’s ultimate entitlement to indemnification under the other provisions of this Agreement.
2.2Limitations
2.2.1The indemnity in Clause 2.1.1 shall be deemed not to provide for, or entitle the Indemnified Person to, any indemnification that would cause this Agreement, or any part of it, to the extent (but only to the extent ) such indemnity would be treated as void or unenforceable under applicable law.
2.2.2The Indemnified Person shall not be entitled to indemnification under Clause 2.1.1 to the extent that such indemnification is prohibited by, or would be unenforceable under:
(a)applicable law; or
(b)where the Claim relates to the affairs of an Associated Company, the laws of the jurisdiction of incorporation or establishment of that Associated Company; or
(c)for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnified Person of securities of the Company within the meaning of Section 16(b) of the US Securities Exchange Act of 1934, as amended (“Exchange Act”) or similar provisions of state statutory law or common law; or
(d)for any reimbursement of the Company by the Indemnified Person of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnified Person from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the US Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by the Indemnified Person of securities in violation of Section 306 of the US Sarbanes-Oxley Act).
2.3Process and procedure for claims
2.3.1Subject to applicable law, the following provisions shall apply in respect of Claims incurred or to be incurred by the Indemnified Person:
5
(a)the Company shall make advance payments to the fullest extent permitted by applicable law, provided that the Indemnified Person provides any undertaking and complies with any other requirements of applicable law; and
(b)within 14 days of receiving a written request from the Company, the Indemnified Person must repay to the Company all amounts received by, or advanced to, the Indemnified Person under this Agreement:
(i)only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that such amounts were paid or advanced in contravention of law;
(ii)only to the extent that amounts paid to the Indemnified Person in respect of such Claims are subsequently found not to be payable by the Indemnified Person in respect of such Claims; or
(iii)only to the extent that amounts paid to the Indemnified Person in respect of such Claims are subsequently and finally recovered or compensated for, including by virtue of any relevant directors’ and officers’ liability insurance maintained by the Company.
2.3.2The Indemnified Person shall:
(a)give written notice to the Company as soon as reasonably practicable upon receipt of any written demand relating to any Claims (or circumstances which may reasonably be expected to give rise to a demand relating to Claims) giving reasonable details and providing copies of relevant documents and correspondence, provided that the omission by Indemnified Person to so notify the Company will not relieve the Company from any liability which it may have to Indemnified Person hereunder or otherwise;
(b)provide all such information in relation to any Claims as the Company may reasonably request;
(c)take all such action as the Company may reasonably request to avoid, dispute, resist, appeal, compromise or defend any Claims or the Indemnified Person offers to allow the Company to defend such Claims; and
(d)not make any admission of liability to, or conduct any negotiations or agree to any compromise, settlement or waiver of rights or liabilities with, any person in relation to any Claim without the prior written consent of the Company, such consent not to be unreasonably withheld,
(e)and the Company shall be entitled to assume the defense of any Claim with counsel consented to by Indemnified Person (such consent not to be unreasonably
6
withheld) upon the delivery by the Company to Indemnified Person of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel by the Indemnified Person and the retention of such counsel by the Company, the Company will not be liable to Indemnified Person under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnified Person with respect to such Claim; provided that (i) the Indemnified Person shall have the right to employ separate counsel in respect of any proceeding at Indemnified Person’s expense and (ii) if (A) the employment of counsel by the Indemnified Person has been previously authorized in writing by the Company or (B) the Indemnified Person shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and the Indemnified Person in the conduct of the defense of such Claim, or (C) the Company shall not continue to retain such counsel to defend such Claim, then in each such case the fees and expenses of Indemnified Person’s counsel shall be at the Company’s expense. The Company shall not settle any action, claim or proceeding (in whole or in part) which would impose any expense, judgment, fine, penalty or limitation on the Indemnified Person, or that would materially adversely affect the reputation of the Indemnified Person, in each case without the Indemnified Person’s prior written consent.
2.3.3In the event that the Company makes any payment under this Agreement in respect of which the Indemnified Person is or may be entitled to make a claim or seek reimbursement from a third party, the Company shall be subrogated to the extent of such payment to all of the Indemnified Person’s rights of recovery against such third party in respect of the same. The Indemnified Person shall provide all such reasonable cooperation as may be requested by the Company for the purposes of securing and exercising such rights of recovery, including but not limited to:
(a)the execution of any documents necessary to enable the Company effectively to bring an action in the name of the Indemnified Person; and
(b)the provision of assistance as a witness (for which the Indemnified Person shall be entitled to indemnity under Clause 2).
2.3.4The Indemnified Person shall:
(a)save with the consent of the Company, not knowingly make any statements (whether oral or in writing) to the press or any other media concerning any matter which is the subject of a Claim; and
(b)ensure, so far as within their knowledge and control, that no action is taken in relation to any Claim which may prejudice recovery under any relevant contract of insurance, except to the extent required by law or judicial process.
2.4Insurance
7
2.5The Company shall use all reasonable endeavours to provide and maintain appropriate directors’ and officers’ liability insurance (including ensuring that premiums are properly paid) for the benefit of the Indemnified Person for so long as any Claims may lawfully be brought against the Indemnified Person that provides coverage for the Indemnified Person no less favorable than the coverage provided to any other director or executive officer of the Company. If, at the time the Company receives notice of a Claim hereunder, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnified Person, all amounts payable as a result of such Claim in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. The Company shall not be liable to indemnify the Indemnified Person in accordance with this Agreement to the extent that the Indemnified Person has actually received such compensation for the Claims pursuant to the terms of any directors’ and officers’ liability insurance or other indemnity provision which from time to time is in force.
2.6Presumption and Burdens of Proof; Effect of Certain Proceedings
2.7In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnified Person is entitled to indemnification under this Agreement if the Indemnified Person has submitted a request for indemnification in accordance with Clause 2.3 of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that the Indemnified Person has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnified Person has not met the applicable standard of conduct.
2.8Contribution
2.9To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to the Indemnified Person for any reason whatsoever, the Company, in lieu of indemnifying the Indemnified Person, shall contribute to the amount incurred by the Indemnified Person, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Claim in order to reflect (i) the relative benefits received by the Company and the Indemnified Person as a result of the event(s) and/or transaction(s) giving rise to such Claim; and/or (ii) the relative fault of the Company (and its
8
directors, officers, employees and agents) and the Indemnified Person in connection with such event(s) and/or transaction(s).
3.GENERAL
3.1This Agreement shall remain in force until such time as any relevant limitation periods (under the laws of any applicable jurisdiction) for bringing Claims against the Indemnified Person have expired, or for so long as the Indemnified Person potentially remains liable for any Claims.
3.2Subject to Clause 3.4, no variation of this Agreement shall be valid unless it is in writing and signed by each of the parties. The expression “variation” shall include any variation, modification, supplement, deletion or replacement however effected.
3.3Unless expressly agreed, no variation by the parties shall constitute a general waiver of any provisions of this Agreement, nor shall it affect the rights of the Indemnified Person in respect of any Claims arising out of any act or omission of the Indemnified Person or any event or occurrence before any such amendment is made nor affect any other rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
3.4A party shall not assign, novate, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right, obligation, or interest in this Agreement without the prior written consent of the other. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to the Indemnified Person, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.
3.5If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions of this Agreement. The parties shall then use all reasonable endeavours to replace any such invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
3.6Without prejudice to Clause 3.5, If this Agreement is finally judicially determined in a relevant jurisdiction to provide for, or entitle the Indemnified Person to, indemnification against any Claims (or any other claims or losses) that would cause this Agreement, or any part of it, to be treated as void under the laws of that jurisdiction, this Agreement shall, in so far as it relates to
9
such jurisdiction, be deemed not to provide for, or entitle the Indemnified Person to, any such indemnification, and the Company shall instead indemnify the Indemnified Person against any Claims or Losses (or other claims or losses) to the fullest extent permitted by law in that jurisdiction.
3.7This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original and which shall together (but not otherwise) constitute one and the same instrument.
3.8No failure or delay by a party in exercising any right or remedy provided by law or under or pursuant to this Agreement to such party shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single, partial or defective exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
3.9The rights and remedies of each party under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under general law.
3.10The rights and remedies of a party under this Agreement shall not be affected, and the liabilities of other party under this Agreement to such party shall not be released, discharged or impaired, by any event or matter whatsoever, other than a specific and duly authorised written waiver or release by such party.
3.11The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnified Person to serve as a Primary Role of the Company, and the Company acknowledges that Indemnified Person is relying upon this Agreement in serving as a Primary Role of the Company
4.GOVERNING LAW AND JURISDICTION
4.1This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and shall be construed in accordance with the laws of Jersey.
4.2Each party irrevocably agrees that the courts located in Delaware, USA shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute, controversy or claim arising out of or in connection with this Agreement (including any dispute regarding its existence, validity, interpretation, performance, breach or termination) and irrevocably submits to the jurisdiction of such courts for that purpose.
4.3Nothing contained in this Clause 4 shall affect the right to serve process in any other manner permitted by law.
10
IN WITNESS whereof THIS AGREEMENT has been executed the day and year first above written
EXECUTED by | ) | |||||||
Versigent PLC | ) | |||||||
acting by | ) | |||||||
) | …………………………………… | |||||||
…………………………………… | ) Director/ Secretary/ Authorised Signatory | |||||||
in the presence of: | ||||||||
…………………………………… | ||||||||
Name: …………………………………… | ||||||||
Address: …………………………………… | ||||||||
……………………………………………………….. | ||||||||
Occupation: …………………………………… | ||||||||
EXECUTED by | ) | |||||||
[NAME] | ) | …………………………………… | ||||||
in the presence of: | ||||||||
…………………………………… | ||||||||
Name: …………………………………… | ||||||||
Address: …………………………………… | ||||||||
……………………………………………………….. | ||||||||
Occupation: …………………………………… | ||||||||
11
Exhibit 31.1
CERTIFICATIONS
Certification of Principal Executive Officer
I, Joseph Liotine, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Versigent 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 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 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: November 4, 2026
| /s/ Joseph Liotine | |||||
| Joseph Liotine | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATIONS
Certification of Principal Financial Officer
I, Doug Ostermann, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Versigent 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 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 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: November 4, 2026
| /s/ Doug Ostermann | |||||
| Doug Ostermann | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Versigent PLC (the “Company”) for the period ended September 30, 2026, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Liotine, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange 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.
Date: November 4, 2026
| /s/ Joseph Liotine | |||||
| Joseph Liotine | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of this quarterly report on Form 10-Q of Versigent PLC (the “Company”) for the period ended September 30, 2026, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Doug Ostermann, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the best of my knowledge, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange 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.
Date: November 4, 2026
| /s/ Doug Ostermann | |||||
| Doug Ostermann | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.