What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-04 · 261 added, 382 removed, 337 unchanged (66% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 588,139 $ 593,670

Accounts receivable, net of allowances of $ 20,956 and $ 28,980 as of September 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowances of $ 20,271 and $ 20,524 as of March 31, 2025 and December 31, 2024, respectively

695,193 660,180

4 unchanged sentences

Goodwill 3,383,812 3,383,800

Other intangible assets, net of accumulated amortization of $ 2,537,953 and $ 2,522,760 as of September 30, 2024 and December 31, 2023, respectively

Other intangible assets, net of accumulated amortization of $ 2,581,634 and $ 2,561,335 as of March 31, 2025 and December 31, 2024, respectively

476,032 492,878

17 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,454 and 175,832 shares issued as of September 30, 2024 and December 31, 2023, respectively

Treasury shares, at cost, 26,427 and 25,090 shares as of September 30, 2024 and December 31, 2023, respectively

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,548 and 176,541 shares issued as of March 31, 2025 and December 31, 2024, respectively

Treasury shares, at cost, 30,529 and 26,994 shares as of March 31, 2025 and December 31, 2024, respectively

( 1,382,551 ) ( 1,282,051 )

1 unchanged sentence

Retained earnings 2,392,160 2,340,203

Accumulated other comprehensive income 1,671 9,962

Accumulated other comprehensive loss ( 42,660 ) ( 42,543 )

Total shareholders' equity 2,848,634 2,890,443

4 unchanged sentences

(In thousands, except per share amounts)

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

For the three months ended

March 31, 2025 March 31, 2024

Net revenue $ 911,255 $ 1,006,709

4 unchanged sentences

Amortization of intangible assets 20,577 38,515

Goodwill impairment charge 150,100 — 150,100 —

Restructuring and other charges, net 6,980 782

Total operating costs and expenses 789,059 861,917

Operating (loss)/income ( 199,227 ) 116,260 75,512 383,115

Operating income 122,196 144,792

Interest expense ( 37,973 ) ( 38,395 )

1 unchanged sentence

Other, net 2,128 ( 11,544 )

(Loss)/income before taxes ( 244,606 ) 80,669 ( 47,032 ) 259,796

(Benefit from)/provision for income taxes ( 219,572 ) 17,868 ( 169,722 ) 61,467

Net (loss)/income $ ( 25,034 ) $ 62,801 $ 122,690 $ 198,329

Basic net (loss)/income per share $ ( 0.17 ) $ 0.41 $ 0.81 $ 1.30

Diluted net (loss)/income per share $ ( 0.17 ) $ 0.41 $ 0.81 $ 1.30

Income before taxes 90,641 98,591

Provision for income taxes 20,722 22,570

Net income $ 69,919 $ 76,021

Basic net income per share $ 0.47 $ 0.51

Diluted net income per share $ 0.47 $ 0.50

The accompanying notes are an integral part of these condensed consolidated financial statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive (Loss)/Income

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Net (loss)/income $ ( 25,034 ) $ 62,801 $ 122,690 $ 198,329

Other comprehensive income/(loss):

For the three months ended

March 31, 2025 March 31, 2024

Net income $ 69,919 $ 76,021

Other comprehensive loss, net of tax:

Cash flow hedges ( 4,535 ) 9,242

Defined benefit and retiree healthcare plans 494 227

Cumulative translation adjustment 30,176 — 11,557 —

Other comprehensive income/(loss) 15,419 ( 153 ) ( 8,291 ) 11,957

Comprehensive (loss)/income $ ( 9,615 ) $ 62,648 $ 114,399 $ 210,286

Currency translation adjustment

3,924 ( 14,721 )

Other comprehensive loss ( 117 ) ( 5,252 )

Comprehensive income $ 69,802 $ 70,769

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

For the nine months ended

September 30, 2024 September 30, 2023

For the three months ended

March 31, 2025 March 31, 2024

Cash flows from operating activities:

3 unchanged sentences

Amortization of debt issuance costs 1,180 1,562

Goodwill impairment charge 150,100 —

Loss/(gain) on sale of business 110,111 ( 5,877 )

Loss on sale of business

Share-based compensation 6,851 8,133

Loss on debt financing 9,235 857

Amortization of intangible assets 20,577 38,515

1 unchanged sentence

Loss on equity investments, net

Unrealized (gain)/loss on derivative instruments and other ( 991 ) 15,712

Changes in operating assets and liabilities, net of the effects of acquisitions:

Other non-cash gain/(loss), net 5,175 ( 4,184 )

Changes in operating assets and liabilities, net of the effects of divestitures:

Accounts receivable, net ( 34,101 ) ( 19,156 )

4 unchanged sentences

Other 431 1,447

Acquisition-related compensation payments ( 5,232 ) ( 22,620 )

Net cash provided by operating activities 119,199 106,487

1 unchanged sentence

Additions to property, plant and equipment and capitalized software ( 32,575 ) ( 42,130 )

Investment in debt and equity securities 3,681 ( 390 )

Proceeds from the sale of business, net of cash sold 25,635 —

Net cash provided by/(used in) investing activities 15,234 ( 117,614 )

Net cash used in investing activities ( 6,874 ) ( 42,130 )

Cash flows from financing activities:

Proceeds from exercise of stock options and issuance of ordinary shares 4,605 5,346

Payment of employee restricted stock tax withholdings ( 61 ) ( 129 )

Proceeds from borrowings on debt 500,000 —

Payments on debt ( 685 ) ( 279 )

14 unchanged sentences

Number Amount Number Amount

Balance as of June 30, 2024 176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

Surrender of shares for tax withholding — — ( 76 ) ( 2,766 ) — — — ( 2,766 )

Vesting of restricted securities 209 3 — — — ( 3 ) — —

Cash dividends paid — — — — — ( 18,118 ) — ( 18,118 )

Repurchase of ordinary shares — — ( 1,062 ) ( 38,734 ) — — — ( 38,734 )

Retirement of ordinary shares ( 76 ) ( 1 ) 76 2,766 — ( 2,765 ) — —

Share-based compensation — — — — 15,449 — — 15,449

Net loss — — — — — ( 25,034 ) — ( 25,034 )

Other comprehensive income — — — — — — 15,419 15,419

Balance as of September 30, 2024 176,454 $ 2,256 ( 26,427 ) $ ( 1,261,946 ) $ 1,861,511 $ 2,354,276 $ 1,671 $ 2,957,768

Balance as of December 31, 2024 176,541 $ 2,257 ( 26,994 ) $ ( 1,282,051 ) $ 1,872,577 $ 2,340,203 $ ( 42,543 ) $ 2,890,443

Surrender of shares for tax withholding — — ( 2 ) ( 61 ) — — — ( 61 )

Stock options exercised 119 1 — — 4,604 — — 4,605

Vesting of restricted securities 9 — — — — — — —

3 unchanged sentences

Share-based compensation — — — — 6,851 — — 6,851

Purchase of noncontrolling interest in joint venture — — — — ( 72,107 ) — — ( 72,107 )

Net income — — — — — 69,919 — 69,919

Other comprehensive loss — — — — — — ( 117 ) ( 117 )

Balance as of September 30, 2024 176,454 $ 2,256 ( 26,427 ) $ ( 1,261,946 ) $ 1,861,511 $ 2,354,276 $ 1,671 $ 2,957,768

Balance as of June 30, 2023 175,793 $ 2,249 ( 23,371 ) $ ( 1,149,838 ) $ 1,889,234 $ 2,472,281 $ ( 4,154 ) $ 3,209,772

Surrender of shares for tax withholding — — ( 14 ) ( 597 ) — — — ( 597 )

Vesting of restricted securities 40 — — — — — — —

Cash dividends paid — — — — — ( 18,267 ) — ( 18,267 )

Repurchase of ordinary shares — — ( 889 ) ( 35,222 ) — — — ( 35,222 )

Retirement of ordinary shares ( 14 ) — 14 597 — ( 597 ) — —

Share-based compensation — — — — 6,847 — — 6,847

Net income — — — — — 62,801 — 62,801

Other comprehensive loss — — — — — — ( 153 ) ( 153 )

Balance as of September 30, 2023 175,819 $ 2,249 ( 24,260 ) $ ( 1,185,060 ) $ 1,896,081 $ 2,516,218 $ ( 4,307 ) $ 3,225,181

Balance as of March 31, 2025 176,548 $ 2,257 ( 30,529 ) $ ( 1,382,551 ) $ 1,879,428 $ 2,392,160 $ ( 42,660 ) $ 2,848,634

Balance as of December 31, 2023 175,832 $ 2,249 ( 25,090 ) $ ( 1,213,160 ) $ 1,901,621 $ 2,295,604 $ 9,962 $ 2,996,276

Surrender of shares for tax withholding — — ( 3 ) ( 129 ) — — — ( 129 )

Stock options exercised 158 2 — — 5,426 — — 5,428

Vesting of restricted securities 10 — — — — — — —

3 unchanged sentences

Share-based compensation — — — — 8,133 — — 8,133

Purchase of joint venture — — — ( 72,107 ) — — ( 72,107 )

Net income — — — — — 76,021 — 76,021

Other comprehensive income — — — — — — 11,957 11,957

Balance as of September 30, 2023 175,819 $ 2,249 ( 24,260 ) $ ( 1,185,060 ) $ 1,896,081 $ 2,516,218 $ ( 4,307 ) $ 3,225,181

Other comprehensive loss — — — — — — ( 5,252 ) ( 5,252 )

Balance as of March 31, 2024 175,839 $ 2,249 ( 25,365 ) $ ( 1,223,212 ) $ 1,837,647 $ 2,353,440 $ 4,710 $ 2,974,834

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive (loss)/income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in shareholders' equity of Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries, collectively referred to as the "Company," "Sensata," "we," "our," or "us."

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q.

4 unchanged sentences

Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 Annual Report").

In the three months ended March 31, 2024, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy.

The most significant changes include combining our Automotive and Heavy Vehicle and Off-Road ("HVOR") businesses (with the combined business remaining in Performance Sensing) and moving the Insights Business out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments.

We combined the Automotive and HVOR businesses to better leverage our core capabilities and prioritize product focus.

We also moved certain shorter-cycle businesses from Performance Sensing to Sensing Solutions, which will benefit from organizing these businesses together, by allowing us to scale core capabilities and better serve our customers.

Prior year amounts in this Quarterly Report on Form 10-Q ("this Report") have been recast to reflect this realignment.

We present financial information for two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS").

Additionally, our business strategy involves leveraging new and emerging technologies, which complement our existing product offerings, and we refer to these trends collectively as “megatrends.” Our operating segments’ performance is primarily evaluated based on segment operating income.

In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were previously excluded from segment operating income and included in corporate and other costs.

Prior year amounts in this Quarterly Report on Form 10-Q have been recast to reflect this realignment and to conform to current year presentation.

Refer to Note 15:

Segment Reporting for additional information.

In September 2024, we sold various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") to an affiliate of Balmoral Funds.

Disposal for additional information.

In the three and nine months ended September 30, 2024, we present interest income on the condensed consolidated statements of operations separate from interest expense.

In the three and nine months ended September 30, 2023, interest income had been included in interest expense, net.

Accordingly, we reclassified prior period interest income to a separate caption in the condensed consolidated statements of operations to conform to current period presentation.

dollar ("USD") and share amounts presented, except per share amounts, are stated in thousands, unless otherwise indicated.

Certain prior period amounts have been recast to conform to current year presentation.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , to improve disclosures about a public entity's reportable segments.

This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and an amount for "other segment items" included in the determination of segment operating income.

The guidance also requires that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by FASB Accounting Standards Codification ("ASC") Topic 280, Segment Reporting , in interim periods, and that a public entity provide the title and position of the chief operating decision maker.

There is no change to the guidance for identification or aggregation of operating or reportable segments.

2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The guidance will be applied retrospectively to all prior periods presented.

We adopted the guidance in FASB ASU No.

2023-07 on January 1, 2024 and will include the required new annual and quarterly disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, respectively.

In December 2023, the FASB issued ASU No.

In December 2023, the FASB issued Accounting Standards Update ("ASU") No.

2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The guidance also includes

certain other amendments to improve the effectiveness of income tax disclosures.

For public business entities, the standard is effective for annual periods beginning after December 15, 2024.

We do not expect the adoption of FASB ASU No.

2023-09 to have an impact on our results of operations or financial condition, but it is expected to increase the amount of disclosures required in the notes to the consolidated financial statements.

Improvements to Income Tax Disclosures , which requires (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) disclosure of income taxes paid disaggregated by jurisdiction.

2023-09 also includes certain other updates to improve the effectiveness of income tax disclosures.

2023-09 is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option.

The Company is currently evaluating the impact that the adoption of ASU No.

2023-09 will have on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

2024-03 Income Statement (Topic 220):

Reporting Comprehensive Income , which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement .

2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations.

However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements.

2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the adoption of ASU No.

2024-03 will have on its consolidated financial statements and disclosures.

Revenue Recognition

The following tables present net revenue disaggregated by segment and end market for the three and nine months ended September 30, 2024 and 2023 for our two reportable segments, Performance Sensing ("PS") and Sensing Solutions ("SS"), and other:

For the three months ended September 30, 2024 For the three months ended September 30, 2023 (1)

PS SS Other Total PS SS Other Total

Automotive (1)

$ 496,707 $ 34,319 $ — $ 531,026 $ 528,256 $ 30,868 $ — $ 559,124

162,943 6,213 — 169,156 168,591 7,322 — 175,913

Industrial, Appliance, HVAC (2) , & other

— 183,757 — 183,757 — 188,311 — 188,311

Aerospace — 50,097 — 50,097 — 48,638 — 48,638

— — 48,794 48,794 — — 29,316 29,316

Total $ 659,650 $ 274,386 $ 48,794 $ 982,830 $ 696,847 $ 275,139 $ 29,316 $ 1,001,302

For the nine months ended September 30, 2024 For the nine months ended September 30, 2023 (1)

The following table presents net revenue disaggregated by end market for the three months ended March 31, 2025 and 2024:

For the three months ended March 31, 2025 For the three months ended March 31, 2024

PS SS Other Total PS SS Other Total

Automotive $ 500,954 $ 30,506 $ — $ 531,460 $ 530,624 $ 32,408 $ — $ 563,032

$ 1,570,489 $ 99,116 $ — $ 1,669,605 $ 1,538,967 $ 84,993 $ — $ 1,623,960

526,400 20,601 — 547,001 519,205 20,816 — 540,021

Industrial, Appliance, HVAC (2) , & other

— 538,958 — 538,958 — 644,044 — 644,044

HVOR 149,462 5,602 — 155,064 182,694 6,858 — 189,552

Industrial — 138,568 — 138,568 — 134,349 — 134,349

HVAC — 38,914 — 38,914 — 38,071 — 38,071

Aerospace — 47,249 — 47,249 — 46,153 — 46,153

— — 127,889 127,889 — — 113,768 113,768

Other — — — — — — 35,552 35,552

Total $ 650,416 $ 260,839 $ — $ 911,255 $ 713,318 $ 257,839 $ 35,552 $ 1,006,709

___________________________________

(1) In the three months ended March 31, 2024, we realigned our segments, as discussed further in Note 1:

Basis of Presentation and Note 15:

Segment Reporting .

As a result, certain revenue in the Automotive and HVOR end markets has been moved from Performance Sensing to Sensing Solutions.

In addition, Insights revenue was moved from the HVOR end market (in Performance Sensing) to the other end market in a separate operating segment that is not aggregated within either of our reportable segments.

The three and nine months ended September 30, 2023 have been retrospectively recast to reflect this change.

(2) Heating, ventilation and air conditioning.

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2024 and 2023:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Stock options $ — $ ( 2 ) $ 569 $ ( 88 )

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Restricted securities 6,851 8,133

15,449 6,849 26,824 24,542

Share-based compensation expense $ 6,851 $ 8,133

____________________________________

(1) In the three and nine months ended September 30, 2024, $ 5.8 million was related to the accelerated vesting of restricted securities associated with the sale of the Insights Business.

Equity Awards

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the nine months ended September 30, 2024:

We granted the following restricted stock units ("RSUs" and each, an "RSU") during the three months ended March 31, 2025:

Awards Granted To:

Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value

Directors RSU (1)

Various executives RSU (2)

Various executives and employees RSU (1)

Various executives and employees PRSU (4)

Various executives and employees PRSU (5)

____________________________________

(1) These RSUs cliff vest one year from the grant date (various dates between March 2025 and July 2025).

(2) These RSUs vest on various dates over the next 15 months depending on service or performance criteria.

(1) These RSUs vest ratably over three years , one-third per year beginning on the first anniversary of the grant date.

These RSUs will fully vest on various dates between February 2027 and September 2027.

(4) These PRSUs vest on various dates between April 2027 and June 2027.

The number of units that ultimately vest will be between 0 % and 150 % and is dependent on the achievement of certain performance criteria.

(5) These awards include certain PRSUs with market performance conditions that will be evaluated relative to the performance of certain peers as defined in the award agreement.

The number of units that ultimately vest (in April 2027 and June 2027) will be from 0 % to 150 %, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $ 6.2 million and was valued using the Monte Carlo method.

These RSUs will fully vest on various dates between January 2028 and February 2028.

Restructuring and Other Charges, Net

The following table presents the charges and gains included as components of restructuring and other charges, net for the three and nine months ended September 30, 2024, and 2023:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Q3 2023 Plan charges, net (1)

$ 13 $ 21,381 $ 308 $ 21,381

In the year ended December 31, 2024, we committed to a plan to reorganize our business (the “2H 2024 Plan”).

The 2H 2024 Plan, consisting of involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in many of our end markets and to take active measures to accelerate our margin recovery.

The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, are expected to impact approximately 240 positions.

Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 14.2 million and $ 16.0 million, primarily related to reductions-in-force.

The majority of the actions under the 2H 2024 Plan are expected to be completed on or before December 31, 2025.

We expect to settle these charges with cash on hand.

In the year ended December 31, 2023, we committed to a plan to reorganize our business (the “Q3 2023 Plan”).

The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities.

The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions were executed or planned, impacted 505 positions.

Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 24.8 million and $ 25.8 million, primarily related to reductions-in-force.

The majority of the actions under the Q3 2023 Plan are expected to be completed on or before December 31, 2025.

We expect to settle these charges with cash on hand.

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2025, and 2024:

For the three months ended

March 31, 2025 March 31, 2024

2H 2024 Plan, net

Q3 2023 Plan, net

Other restructuring and other charges, net

Severance charges, net

3,224 ( 435 ) 5,679 8,527

Facility and other exit costs — 168

Loss/(gain) on sale of business (3)

110,111 — 110,111 ( 5,877 )

Loss on sale of business

Acquisition-related compensation arrangements (1)

( 732 ) ( 930 )

27,158 795 26,571 13,831

Restructuring and other charges, net $ 6,980 $ 782

___________________________________

(1) Includes net severance charges and facility and other exit costs relating to the Q3 2023 Plan.

Of the charges recognized in the three and nine months ended September 30, 2023, $ 7.3 million was incurred by the Performance Sensing segment, $ 5.5 million was incurred by the Sensing Solutions segment and $ 8.5 million was incurred by Corporate and other functions.

(2) Each period presented includes severance charges, net of reversals, that do not represent the initiation of a larger restructuring plan.

This includes, for the three and nine months ended September 30, 2024, severance related to certain actions to restructure our IT operations.

(3) See Note 16:

Disposal for additional information on the sale of the Insights Business.

(1) Acquisition-related compensation arrangements consist of incentive compensation to previous owners of companies we have acquired.

Payment is generally tied to technical and/or financial targets set at the time of acquisition.

(5) Represents charges that are not included in one of the other classifications.

The three and nine months ended September 30, 2023 and 2024 primarily include charges related to the exit of Spear, as detailed under the heading Spear Power Systems below.

The three and nine months ended September 30, 2024 also include contract termination costs related to certain product lifecycle management activities in the Sensing Solutions segment and pension settlement costs.

The following table presents a rollforward of our severance liability for the nine months ended September 30, 2024:

The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the three months ended March 31, 2025:

Balance as of December 31, 2024 6,087

2 unchanged sentences

Foreign currency remeasurement 71

Balance as of September 30, 2024 $ 3,077

The severance liability as of September 30, 2024 and December 31, 2023 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

Spear Power Systems

In June 2023, we announced that we had made the decision to exit the marine energy storage business (the "Marine Business") of Spear Power Systems (“Spear”).

The exit of the Spear Marine Business was the result of a change in strategy with respect to the business and involved ceasing sales, marketing, and business operations.

It resulted in the elimination of certain positions, primarily in the U.S.

and the closure of operations in Belgium.

In September 2024, we made the decision to exit the Spear aerospace and defense business and entered into an asset purchase agreement that closed in October 2024, wherein a third party assumed control of a majority of the remaining Spear assets.

The Spear businesses had been included in the Sensing Solutions reportable segment.

Exiting Spear resulted in charges in the three and nine months ended September 30, 2024 and 2023, as presented in the table below:

For the three months ended For the nine months ended

Location September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Accelerated amortization (1)

Amortization of intangible assets $ 9,619 $ — $ 9,619 $ 13,527

Write-down of inventory Cost of revenue 1,443 — 1,443 10,479

Severance charges

Restructuring and other charges, net — — ( 328 ) 1,168

Write-down of property, plant and equipment

Restructuring and other charges, net 3,706 — 3,711 1,735

Other charges, including contract termination costs Restructuring and other charges, net 10,802 876 10,210 12,278

Total $ 25,570 $ 876 $ 24,655 $ 39,187

___________________________________

( 1) Amortization of certain intangible assets related to the Spear acquisition was accelerated during the second quarter of 2023 in connection with the exit of the Spear Marine Business, as defined above.

Additional accelerated amortization was recorded during the third quarter of 2024 to coincide with the divestiture of the remaining Spear operations.

The amortization was accelerated proportionately to the foregone economic benefit of the closed operations.

In the three months ended June 30, 2024, we initiated certain actions related to restructuring of our IT operations and product lifecycle management including product line discontinuations, primarily within Sensing Solutions, which, for the three and nine months ended September 30, 2024, resulted in total costs of $ 32.5 million and $ 48.4 million, respectively, including severance, contract termination costs, and inventory charges.

Of the costs recognized for the three and nine months ended September 30, 2024, $ 27.3 million and $ 40.5 million, respectively, were included within cost of revenue, with the remainder included within restructuring and other charges, net.

The following table presents the components of other, net for the three and nine months ended September 30, 2024 and 2023:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Balance as of March 31, 2025 $ 4,569

The severance liability as of March 31, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

The following table presents the components of other, net for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Currency remeasurement (loss)/gain on net monetary assets $ ( 459 ) $ 1,031

(Loss)/gain on foreign currency forward contracts ( 1,576 ) 680

Gain/(loss) on commodity forward contracts 1,200 ( 476 ) 7,276 ( 4,846 )

Loss on debt financing transactions ( 9,235 ) — ( 9,235 ) ( 857 )

Gain on commodity forward contracts 4,419 1,099

Gain/(loss) on equity investments, net (1)

4 unchanged sentences

___________________________________

(1) The nine months ended September 30, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments—Equity Securities .

(1) The three months ended March 31, 2024 primarily includes a loss on an equity investment that does not have a readily determinable fair value for which we use the measurement alternative prescribed in FASB ASC Topic 321, Investments—Equity Securities .

Refer to Note 13:

Fair Value Measures for additional information.

The following table presents the (benefit from)/provision for income taxes for the three and nine months ended September 30, 2024 and 2023:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

(Benefit from)/provision for income taxes $ ( 219,572 ) $ 17,868 $ ( 169,722 ) $ 61,467

The (benefit from)/provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards, and (c) changes in withholding taxes on unremitted earnings.

Other items impacting deferred tax expense include changes in tax rates and changes in our assessment of the realizability of our deferred tax assets.

During the third quarter of 2024 our benefit from income taxes includes the following:

(1) a deferred tax benefit of approximately $ 257.7 million due to a tax strategy to secure the future tax deductibility of certain intellectual property which had a valuation allowance against it at December 31, 2023;

(2) a $ 12.8 million tax expense on the sale of the Insights Business;

(3) deferred tax expense of $ 11.1 million on the settlement of the U.S.

qualified pension plan;

and (4) no tax benefit or expense related to the goodwill impairment as discussed in Note 13:

Fair Value Measures .

Net (Loss)/Income per Share

Basic and diluted net (loss)/income per share are calculated by dividing net (loss)/income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three and nine months ended September 30, 2024 and 2023 the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

The following table presents the provision for income taxes for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Provision for income taxes $ 20,722 $ 22,570

The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings;

and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings.

Net Income per Share

Basic and diluted net income per share are calculated by dividing net income by the number of basic and diluted weighted-average ordinary shares outstanding during the period.

For the three months ended March 31, 2025 and 2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended

March 31, 2025 March 31, 2024

Basic weighted-average ordinary shares outstanding 148,498 150,480

Dilutive effect of stock options — 19 4 75

Dilutive effect of unvested restricted securities 318 441

Diluted weighted-average ordinary shares outstanding 148,816 150,921

Net (loss)/income and net(loss)/income per share are presented in the consolidated statements of operations.

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net (loss)/income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied.

Net income and net income per share are presented in the condensed consolidated statements of operations.

Certain potential ordinary shares were excluded from our calculation of diluted weighted-average ordinary shares outstanding because either they would have had an anti-dilutive effect on net income per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied.

These potential ordinary shares were as follows:

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

For the three months ended

March 31, 2025 March 31, 2024

Anti-dilutive shares excluded 1,137 1,763

Contingently issuable shares excluded 694 1,060

The following table presents the components of inventories as of September 30, 2024 and December 31, 2023:

September 30,

The following table presents the components of inventories as of March 31, 2025 and December 31, 2024:

2025 December 31,

3 unchanged sentences

Inventories $ 661,080 $ 614,455

The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2024 and December 31, 2023:

Maturity Date September 30,

The following table presents the components of long-term debt, net and finance lease obligations as of March 31, 2025 and December 31, 2024:

Maturity Date March 31,

2025 December 31,

4.0 % Senior Notes

October 1, 2025 $ — $ 700,000

4.375 % Senior Notes

February 15, 2030 450,000 450,000

April 15, 2029 1,000,000 1,000,000

4.375 % Senior Notes

1 unchanged sentence

5.875 % Senior Notes

April 15, 2029 1,000,000 1,000,000

5.875 % Senior Notes

September 1, 2030 500,000 500,000

3.75 % Senior Notes

February 15, 2031 750,000 750,000

6.625 % Senior Notes

July 15, 2032 500,000 500,000

6 unchanged sentences

Finance lease obligations, less current portion $ 20,627 $ 20,984

Our indebtedness as of September 30, 2024 and December 31, 2023 consists of various tranches of senior unsecured notes as shown in the table above.

Our indebtedness as of March 31, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above.

We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our $ 750.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.

Refer to Note 14:

Debt of our 2023 Annual Report for additional information related to our indebtedness prior to the issuance of the $ 500.0 million aggregate principal amount of 6.625 % senior notes due 2032 (the " 6.625 % Senior Notes") in June 2024.

Debt of our 2024 Annual Report for additional information related to our indebtedness.

Revolving Credit Facility

As of September 30, 2024, we had $ 745.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

As of March 31, 2025, we had $ 745.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

Outstanding letters of credit are issued primarily for the benefit of certain operating activities.

As of September 30, 2024, no amounts had been drawn against these outstanding letters of credit.

Debt Financing Transactions

Issuance of 6.625 % Senior Notes

The 6.625 % Senior Notes were issued under an indenture dated as of June 6, 2024 (the " 6.625 % Senior Notes Indenture") among Sensata Technologies, Inc.

("STI"), as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors").

The 6.625 % Senior Notes bear interest at a rate of 6.625 % per annum and mature on July 15, 2032.

Interest is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2025.

STI's obligations under the 6.625 % Senior Notes are guaranteed by Sensata Technologies B.V.

("STBV") and each of STBV's wholly-owned subsidiaries (other than STI) that is a Guarantor under STI's Senior Secured Credit Facilities and an issuer or a guarantor under our existing senior notes as follows (collectively, the "Existing Notes"):

STI's 4.375 % Senior Notes due 2030 and 3.75 % Senior Notes due 2031 and STBV's 4.0 % Senior Notes due 2029 and 5.875 % Senior Notes due 2030.

The 6.625 % Senior Notes are STI’s, and the guarantees are the Guarantors’, senior unsecured obligations and rank equally in right of payment to all existing and future senior indebtedness of STI or the Guarantors, respectively, including indebtedness under the Senior Secured Credit Facilities and the Existing Notes.

The 6.625 % Senior Notes Indenture contains covenants that limit the ability of STBV and its subsidiaries (including STI and the other Guarantors) to, among other things:

engage in sale and leaseback transactions;

with respect to any subsidiary of STBV (other than STI), incur indebtedness without such subsidiary’s guaranteeing the 6.625 % Senior Notes;

or consolidate, merge with, or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all or substantially all of their properties or assets to, another person.

These covenants are subject to important exceptions and qualifications set forth in the 6.625 % Senior Notes Indenture.

The guarantees of the 6.625 % Senior Notes and certain of these covenants will be suspended if the 6.625 % Senior Notes are assigned an investment-grade rating by either S&P Global Ratings or Moody’s Investors Service, Inc.

and no default has occurred and is continuing.

The guarantees of the 6.625 % Senior Notes and the suspended covenants will be reinstated in the event that the 6.625 % Senior Notes are rated below investment grade by both rating agencies, or an event of default has occurred and is continuing at such time.

The 6.625 % Senior Notes Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 6.625 % Senior Notes Indenture, defaults in payment of certain other indebtedness, certain events of bankruptcy or insolvency, failure to pay certain judgments, and failure of the guarantees of significant subsidiaries to remain in full force and effect.

Generally, if an event of default occurs, the trustee or the holders of at least 25 % in principal amount of the then outstanding 6.625 % Senior Notes may declare the principal of and accrued but unpaid interest on all of the 6.625 % Senior Notes to be due and payable immediately.

All provisions regarding remedies in an event of default are subject to the 6.625 % Senior Notes Indenture.

At any time, and from time to time, prior to July 15, 2027, STI may redeem the 6.625 % Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 6.625 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time on or after July 15, 2027, STI may redeem the 6.625 % Senior Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

Period beginning July 15, Price

2027 103.313 %

2028 101.656 %

2029 and thereafter 100.000 %

In addition, at any time prior to July 15, 2027, STI may redeem up to 40 % of the principal amount of the outstanding 6.625 % Senior Notes (including additional 6.625 % Senior Notes, if any) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 106.625 %, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 60 % of the aggregate principal amount of the 6.625 % Senior Notes (including additional 6.625 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Upon the occurrence of certain changes in control, each holder of the 6.625 % Senior Notes will have the right to require STI to repurchase the 6.625 % Senior Notes at 101 % of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 6.625 % Senior Notes, in whole but not in part, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all Additional Amounts (as defined in the 6.625 % Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

Redemption of 5.0 % Senior Notes

In July 2024, we redeemed the $ 700.0 million aggregate principal amount outstanding on our 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes") in accordance with the terms of the indenture under which the 5.0 % Senior Notes were issued and the terms of the notice of redemption, at a redemption price equal to 101 % of the aggregate principal amount of the outstanding 5.0 % Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date.

In addition to the $ 700.0 million aggregate principal amount outstanding, at redemption we paid the $ 7.0 million premium and $ 10.1 million accrued interest.

Accounting for Debt Financing Transactions

We account for our debt financing transactions as disclosed in Note 2:

Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2023 Annual Report.

In connection with the issuance of the 6.625 % Senior Notes, we recognized $ 6.3 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets.

In connection with the redemption of the 5.0 % Senior Notes, we recognized a loss of $ 9.2 million, presented in other, net, which reflects the $ 7.0 million early redemption premium and $ 2.2 million related to the write-off of unamortized deferred financing costs and debt discounts.

As of March 31, 2025, no amounts had been drawn against these outstanding letters of credit.

Accrued Interest

Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, accrued interest totaled $ 37.6 million and $ 45.2 million, respectively.

As of March 31, 2025 and December 31, 2024, accrued interest totaled $ 34.1 million and $ 55.2 million, respectively.

Commitments and Contingencies

10 unchanged sentences

Cash Dividends

In the three and nine months ended September 30, 2024, we paid aggregate cash dividends of $ 18.1 million and $ 54.3 million, respectively, compared to $ 18.3 million and $ 53.4 million in the three and nine months ended September 30, 2023, respectively.

On October 28, 2024, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on November 27, 2024 to shareholders of record as of November 13, 2024.

Foreign Currency Translation

Prior to October 1, 2023, the functional currency of our wholly-owned subsidiaries in China was USD.

Effective October 1, 2023, as a result of significant changes in economic facts and circumstances in the operations of our China foreign entities, the functional currency of our wholly-owned subsidiaries in China changed to the Chinese Renminbi ("CNY").

The changes in economic facts and circumstances caused a permanent change to our strategy in China toward a more self-contained model,

making China the primary economic environment in which these subsidiaries operate.

This change was accounted for prospectively and does not impact prior period financial statements.

As a result of this change, in the fourth quarter of 2023, we started recording an adjustment to translate these subsidiaries' financial statements from CNY to USD (our reporting currency).

These adjustments are included in other comprehensive income and are presented under the heading Accumulated Other Comprehensive Income below.

In the three months ended March 31, 2025 and 2024, we paid aggregate cash dividends of $ 17.9 million and $ 18.1 million, respectively.

On April 21, 2025, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable on May 28, 2025 to shareholders of record as of May 14, 2025.

Treasury Shares

2 unchanged sentences

Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity.

In January 2022, our Board of Directors authorized a $ 500.0 million ordinary share repurchase program (the “January 2022 Program”), which replaced the previous $ 500.0 million program approved in July 2019.

In September 2023, our Board of Directors authorized a new $ 500.0 million ordinary share repurchase program (the “September 2023 Program”), which replaced the January 2022 Program and became effective on October 1, 2023.

In the three and nine months ended September 30, 2024, we repurchased 1.1 million and 1.3 million ordinary shares, respectively, for $ 38.7 million and $ 48.8 million, respectively.

In the three and nine months ended September 30, 2023, we repurchased 0.9 million and 1.5 million ordinary shares, respectively, for $ 35.2 million and $ 60.3 million, respectively.

All share repurchases in the three and nine months ended September 30, 2024 were made under the September 2023 Program and all share repurchases in the three and nine months ended September 30, 2023 were made under the January 2022 Program.

As of September 30, 2024, $ 423.1 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Income

The following table presents the components of accumulated other comprehensive income for the nine months ended September 30, 2024:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Income

In September 2023, our Board of Directors authorized a new $ 500.0 million ordinary share repurchase program (the “September 2023 Program”), which became effective on October 1, 2023.

In the three months ended March 31, 2025 and 2024, we repurchased 3.5 million and 0.3 million ordinary shares, respectively, for $ 100.5 million and $ 10.1 million, respectively.

All share repurchases in the three months ended March 31, 2025 and 2024 were made under the September 2023 Program.

As of March 31, 2025, $ 302.5 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss for the three months ended March 31, 2025:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Loss

Balance as of December 31, 2024 $ ( 7,913 ) $ ( 11,690 ) $ ( 22,940 ) $ ( 42,543 )

Other comprehensive (loss)/income before reclassifications, net of tax ( 3,115 ) — 3,924 809

Reclassifications from accumulated other comprehensive income, net of tax ( 17,319 ) 14,621 — ( 2,698 )

Reclassifications from accumulated other comprehensive loss, net of tax ( 1,420 ) 494 — ( 926 )

Other comprehensive (loss)/income ( 4,535 ) 494 3,924 ( 117 )

Balance as of September 30, 2024 $ ( 16,956 ) $ ( 13,878 ) $ 32,505 $ 1,671

The following table presents the amounts reclassified from accumulated other comprehensive income for the three and nine months ended September 30, 2024 and 2023:

For the three months ended September 30, For the nine months ended September 30, Affected Line in Condensed Consolidated Statements of Operations

Balance as of March 31, 2025 $ ( 12,448 ) $ ( 11,196 ) $ ( 19,016 ) $ ( 42,660 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024:

For the three months ended March 31, Affected Line in Condensed Consolidated Statements of Operations

Component 2025 2024

2 unchanged sentences

Foreign currency forward contracts 3,114 ( 7,354 ) Cost of revenue (1)

Total, before taxes ( 6,631 ) ( 10,914 ) ( 23,340 ) ( 28,047 ) (Loss)/income before taxes

Income tax effect 1,710 2,816 6,021 7,236 (Benefit from)/provision for income taxes

Total, net of taxes $ ( 4,921 ) $ ( 8,098 ) $ ( 17,319 ) $ ( 20,811 ) Net (loss)/income

Total, before taxes ( 1,913 ) ( 7,462 ) Income before taxes

Income tax effect 493 1,925 Provision for income taxes

Total, net of taxes $ ( 1,420 ) $ ( 5,537 ) Net income

Defined benefit and retiree healthcare plans

2 unchanged sentences

Total, before taxes 712 296 Income before taxes

Income tax effect 10,135 ( 91 ) 10,003 ( 322 ) (Benefit from)/provision for income taxes

Total, net of taxes $ 14,186 $ 248 $ 14,621 $ 865 Net (loss)/income

Income tax effect ( 218 ) ( 69 ) Provision for income taxes

Total, net of taxes $ 494 $ 227 Net income

___________________________________

(1) Refer to Note 14:

Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive income in future periods.

Derivative Instruments and Hedging Activities for additional information regarding amounts to be reclassified from accumulated other comprehensive loss in future periods.

Fair Value Measures

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are shown in the below table.

September 30,

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 are shown in the below table.

2025 December 31,

10 unchanged sentences

Government Treasury money market funds and are classified as Level 1 as they are exchange traded in an active market.

Measured on a Nonrecurring Basis

In the third quarter of 2024, impairment indicators were identified that suggested the carrying values of the Dynapower and Clean Energy Solutions ("CES") reporting units could exceed their fair values.

The primary indicators of impairment were revised projections of future cash flows and actual performance that was lower than previous projections for these reporting units.

We evaluated the goodwill of the Dynapower and CES reporting units for impairment using a combination of a market-based valuation method and an income approach that discounts forecasted cash flows.

As these assumptions were largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.

A change in our cash flow forecast or the discount rate used would result in an increase or decrease in our calculated fair value.

We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2024, we recorded a $ 150.1 million non-cash impairment charge.

If Dynapower does not achieve the forecasted future cash flows, there is a possibility that additional impairments of the remaining

$ 229.8 million of goodwill may be recognized in the future.

Based on our analysis, the fair value of the CES reporting unit was significantly greater than the carrying value of the reporting unit.

Accordingly, the goodwill related to the CES reporting unit was not impaired.

In the three months ended March 31, 2024, we made the decision to reorganize our segments, as discussed in more detail in Note 1:

Basis of Presentation .

This reorganization resulted in the creation of a new reporting unit for a business that was previously part of the Automotive reporting unit, which was moved to the Sensing Solutions segment.

We reassigned assets and liabilities, including goodwill, from the Automotive reporting unit to the new reporting unit as required by FASB ASC Topic 350, Intangibles—Goodwill and Other .

We evaluated our goodwill and other indefinite-lived intangible assets for impairment before and after the reorganization and formation of these reporting units and determined that they were not impaired.

As a result of this reorganization, we allocated $ 143.4 million of goodwill to the new reporting unit in the three months ended March 31, 2024.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

All fair value measures presented are categorized in Level 2 of the fair value hierarchy.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying Value (1)

10 unchanged sentences

$ 500,000 $ 495,625 $ 500,000 $ 497,500

6.625 % Senior Notes

___________________________________

(1) Excluding any related debt discounts, premiums, and deferred financing costs.

1 unchanged sentence

Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

As of September 30, 2024 and December 31, 2023, we held equity investments under the measurement alternative of $ 6.3 million and $ 18.3 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

In the nine months ended September 30, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change in the first quarter of 2024, resulting in a loss of $ 14.8 million.

As of March 31, 2025 and December 31, 2024, we held equity investments under the measurement alternative of $ 7.2 million and $ 6.1 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

In the three months ended March 31, 2024, we adjusted the carrying value of one of these equity investments as a result of an observable price change, resulting in a loss of $ 14.8 million.

Derivative Instruments and Hedging Activities

Foreign Currency Derivatives

For the three and nine months ended September 30, 2024 and 2023, amounts excluded from the assessment of effectiveness of our foreign currency forward contracts that are designated as cash flow hedges were not material.

As of September 30, 2024, we estimate that $ 11.3 million of net losses will be reclassified from accumulated other comprehensive income to earnings during the twelve-month period ending September 30, 2025.

In the nine months ended September 30, 2024, $ 23.3 million of net gains was reclassified from accumulated other comprehensive income to earnings.

As of September 30, 2024, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

As of March 31, 2025, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

390.9 EUR Various from October 2022 to August 2024 Various from October 2024 to August 2026 Euro ("EUR") to USD 1.11 USD Cash flow hedge

4,116.1 MXN Various from October 2022 to August 2024 Various from October 2024 to August 2026 USD to Mexican Peso ("MXN") 19.14 MXN Cash flow hedge

66.9 GBP Various from October 2022 to August 2024 Various from October 2024 to August 2026 British Pound Sterling ("GBP") to USD 1.26 USD Cash flow hedge

354.8 EUR Various from April 2023 to March 2025 Various from April 2025 to March 2027 Euro ("EUR") to USD 1.10 USD Cash flow hedge

3,662.9 MXN Various from April 2023 to March 2025 Various from April 2025 to March 2027 USD to Mexican Peso ("MXN") 19.90 MXN Cash flow hedge

59.0 GBP Various from April 2023 to March 2025 Various from April 2025 to March 2027 British Pound Sterling ("GBP") to USD 1.27 USD Cash flow hedge

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted-Average Strike Rate Hedge

Designation (1)

55.3 EUR September 26, 2024 October 31, 2024 EUR to USD 1.11 USD Not designated

417.0 CNY September 25, 2024 October 31, 2024 USD to CNY 6.98 CNY Not designated

284.5 USD Various from March 2024 to May 2024 Various from October 2024 to May 2026 USD to CNY 7.02 CNY Not designated

1,996.3 CNY Various from September 2024 Various from October 2024 to May 2026 USD to CNY 6.85 CNY Not designated

63,080.4 KRW Various from December 2022 to September 2024 Various from October 2024 to July 2026 USD to Korean Won ("KRW") 1,310.33 KRW Not designated

292.0 MXN September 26, 2024 October 31, 2024 USD to MXN 19.68 MXN Not designated

14.5 GBP September 26, 2024 October 31, 2024 GBP to USD 1.34 USD Not designated

53.5 EUR March 27, 2025 April 30, 2025 EUR to USD 1.08 USD Not designated

426.0 CNY March 26, 2025 April 30, 2025 USD to Chinese Renminbi ("CNY") 7.15 CNY Not designated

199.3 USD Various from March 2024 to May 2024 Various from April 2025 to May 2026 USD to CNY 6.99 CNY Not designated

1,393.8 CNY Various September 2024 Various from April 2025 to May 2026 USD to CNY 6.82 CNY Not designated

39,416.5 KRW Various from May 2023 to September 2024 Various from April 2025 to July 2026 USD to Korean Won ("KRW") 1,312.27 KRW Not designated

181.0 MXN March 27, 2025 April 30, 2025 USD to MXN 20.45 MXN Not designated

3.1 GBP March 27, 2025 April 30, 2025 GBP to USD 1.29 USD Not designated

___________________________________

1 unchanged sentence

They are intended to preserve economic value, and they are not used for trading or speculative purposes.

We may also enter into intercompany derivative instruments with our wholly-owned subsidiaries in order to hedge certain forecasted expenses.

As of March 31, 2025, we estimate that $ 12.1 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending March 31, 2026.

Commodity Risk Derivatives

As of September 30, 2024, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:

As of March 31, 2025, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment:

Commodity Notional Remaining Contracted Periods Weighted-Average Strike Price Per Unit

Silver 634,228 troy oz.

October 2024 to July 2026 $ 27.51

Copper 5,537,137 pounds October 2024 to July 2026 $ 4.12

April 2025 to February 2027 $ 29.66

Copper 5,028,817 pounds April 2025 to February 2027 $ 4.25

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:

Asset Derivatives Liability Derivatives

Balance Sheet Location September 30,

Balance Sheet Location March 31,

2025 December 31,

2023 Balance Sheet Location September 30,

2024 Balance Sheet Location March 31,

2025 December 31,

7 unchanged sentences

Foreign currency forward contracts Prepaid expenses and other current assets 4,853 457 Accrued expenses and other current liabilities 9,487 4,828

Foreign currency forward contracts Other assets 393 — Other long-term liabilities 1,135 1,760

Total $ 9,049 $ 1,943 $ 10,878 $ 7,850

These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive (loss)/income for the three months ended September 30, 2024 and 2023:

Derivatives designated as

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income/(Loss) Location of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income

2024 2023 2024 2023

Foreign currency forward contracts $ ( 16,220 ) $ 12,995 Net revenue $ 202 $ 4,186

Foreign currency forward contracts $ ( 16,079 ) $ ( 2,622 ) Cost of revenue $ 6,429 $ 6,728

Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income

Commodity forward contracts $ 1,200 $ ( 476 ) Other, net

Foreign currency forward contracts $ ( 3,851 ) $ ( 1,301 ) Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024:

Derivatives designated as

hedging instruments Amount of Deferred Gain/(Loss) Recognized in Other Comprehensive Income/(Loss) Location of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income into Net (Loss)/Income

hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Loss Location of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income Amount of Net Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income

2025 2024 2025 2024

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Derivatives not designated as

hedging instruments Amount of Gain/(Loss) Recognized in Net (Loss)/Income Location of Gain/(Loss) Recognized in Net (Loss)/Income

hedging instruments Amount of Gain/(Loss) Recognized in Net Income Location of Gain/(Loss) Recognized in Net Income

Commodity forward contracts $ 4,419 $ 1,099 Other, net

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We have agreements with our derivative counterparties that contain a provision whereby if we default on our indebtedness and repayment of the indebtedness has been accelerated by the lender, then we could also be declared in default on our derivative obligations.

As of September 30, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 30.2 million.

As of September 30, 2024, we had no t posted any cash collateral related to these agreements.

As of March 31, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 25.3 million.

As of March 31, 2025, we had no t posted any cash collateral related to these agreements.

If we breach any of the default provisions on any of our indebtedness as described above, we could be required to settle our obligations under the derivative agreements at their termination values.

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We present financial information for two reportable segments, Performance Sensing and Sensing Solutions.

In the three months ended March 31, 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy.

In the three months ended March 31, 2025, we realigned the definition of segment operating income to include megatrend costs, which were

previously excluded from segment operating income and included in corporate and other costs.

Refer to Note 1:

Basis of Presentation for additional information.

This realignment added an "other" segment that represents the aggregation of immaterial operating segments.

As a result of this reorganization, we moved $ 143.4 million of goodwill from Performance Sensing to Sensing Solutions.

Refer to Note 13:

Fair Value Measures for additional information.

Prior to the three months ended March 31, 2024, the Performance Sensing reportable segment represented the aggregation of two operating segments, Automotive and HVOR.

As a result of the segment realignment, Performance Sensing now represents one operating segment, as does Sensing Solutions.

Other immaterial operating segments are aggregated in other, which was created as part of the segment realignment.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, and restructuring and other charges, certain costs associated with our strategic growth initiatives, and certain corporate costs or credits not associated with the operations of the segment, including share-based compensation expense and a portion of depreciation expense associated with assets recognized in connection with acquisitions.

Our operating segments are businesses that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker ("CODM"), who is our chief executive officer, in deciding how to allocate resources and assess performance.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes amortization of intangible assets, impairment of goodwill and other intangible assets, restructuring charges, and certain corporate costs or credits not associated with the operations of the segment, such as share-based compensation expense.

Corporate and other costs excluded from an operating (and reportable) segment’s performance are separately stated below and also include costs that are related to functional areas such as finance, information technology, legal, and human resources.

The CODM uses operating income primarily in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a quarterly basis for operating income when making decisions about the allocation of operating and capital resources to each segment.

Significant expenses are reviewed by the CODM on a consolidated basis and not at the operating segment level.

We believe that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of our segments.

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Significant Accounting Policies of the audited consolidated financial statements and notes thereto included in our 2024 Annual Report.

The following table presents net revenue and segment operating income for our reportable segments and other operating results not allocated to our reportable segments for the three and nine months ended September 30, 2024 and 2023 (prior periods have been recast).

For the three months ended For the nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

The Performance Sensing segment serves the automotive and HVOR industries through the development and manufacture of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.

Examples include those used in subsystems of automobiles, on-road trucks, and off-road equipment, such as tire pressure monitoring, thermal management, electrical protection, regenerative braking, powertrain (engine/transmission), and exhaust management.

These products are used in subsystems that, among other things, improve operating performance and efficiency and contribute to environmentally sustainable and safe solutions.

The Sensing Solutions segment primarily serves the industrial and aerospace industries through the development and manufacture of a broad portfolio of application-specific sensor and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, water management, operator controls, charging infrastructure, renewable energy generation, green hydrogen production, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

Some of the products and solutions sold by the Sensing Solutions segment include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, power inverters, charge controllers, battery management systems, operator controls, and power conversion systems.

Sensing Solutions products perform many functions, including prevention of damage from excess heat or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from direct current power to alternating current power.

The following table presents net revenue, segment and non-segment operating expenses, and segment and non-segment operating income for the reportable segments and other operating results not allocated to our reportable segments for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Performance Sensing

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260,839 257,839

48,794 29,316 127,889 113,768

Total net revenue $ 911,255 $ 1,006,709

Segment operating income (as defined above):

Segment and non-segment operating expenses (1) :

Performance Sensing $ 507,540 $ 544,350

Sensing Solutions 184,773 185,545

Other — 28,771

Total segment and non-segment operating expenses $ 692,313 $ 758,666

Segment and non-segment operating income (as defined above):

Performance Sensing (1)

$ 142,876 $ 168,968

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76,066 72,294

Total segment and non-segment operating income

218,942 248,043

Total segment operating income 254,938 257,351 785,406 790,706

Corporate and other ( 69,189 ) ( 63,954 )

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Restructuring and other charges, net ( 6,980 ) ( 782 )

Operating (loss)/income ( 199,227 ) 116,260 75,512 383,115

Operating income 122,196 144,792

Interest expense ( 37,973 ) ( 38,395 )

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Other, net 2,128 ( 11,544 )

(Loss)/income before taxes $ ( 244,606 ) $ 80,669 $ ( 47,032 ) $ 259,796

Income before taxes $ 90,641 $ 98,591

___________________________________

(1) The amounts previously reported for the three and nine months ended September 30, 2023 have been retrospectively recast to reflect the segment realignment as discussed in Note 1:

Basis of Presentation .

(1) Other segment and non-segment expenses include associated cost of revenue, research and development, and selling, general and administrative expenses.

The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Depreciation and amortization:

Performance Sensing $ 24,982 $ 23,960

Sensing Solutions 3,890 4,124

Corporate and other (1)

32,667 43,954

Total depreciation and amortization $ 61,539 $ 72,038

__________________________

(1) Included within corporate and other is amortization of intangible assets, accelerated depreciation recognized in connection with restructuring actions, and depreciation of certain assets.

We do not allocate these amounts to our segments.

This treatment is consistent with the financial information reviewed by our chief operating decision maker.

The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three months ended March 31, 2025 and 2024:

For the three months ended

March 31, 2025 March 31, 2024

Additions to property, plant and equipment and capitalized software:

Performance Sensing $ 23,050 $ 31,013

Sensing Solutions 3,063 3,263

Corporate and other 6,462 7,854

Total additions to property, plant and equipment and capitalized software $ 32,575 $ 42,130

Geographic Area Information

The following tables present net revenue by geographic area and by significant country for the three months ended March 31, 2025 and 2024.

In these tables, net revenue is aggregated according to the location of our subsidiaries.

For the three months ended

March 31, 2025 March 31, 2024

Americas $ 372,450 $ 429,108

Europe 252,463 284,737

Asia and rest of world 286,342 292,864

Net revenue $ 911,255 $ 1,006,709

For the three months ended

March 31, 2025 March 31, 2024

United States $ 344,990 $ 395,400

China 174,594 179,408

The Netherlands 217,774 246,611

United Kingdom 26,921 28,899

All other 146,976 156,391

Net revenue $ 911,255 $ 1,006,709

The following tables present PP&E, net, by geographic area and by significant country as of March 31, 2025 and 2024.

In these tables, PP&E, net is aggregated based on the location of our subsidiaries.

2025 December 31,

Property, plant and equipment, net:

Americas $ 295,796 $ 301,900

Europe 141,133 141,396

Asia and rest of world 375,355 378,357

Property, plant and equipment, net $ 812,284 $ 821,653

2025 December 31,

Property, plant and equipment, net:

United States $ 116,260 $ 121,783

China 259,293 266,104

Mexico 179,402 179,980

Bulgaria 104,725 108,093

United Kingdom 24,471 21,147

Malaysia 111,565 108,118

All other 16,568 16,428

Property, plant and equipment, net $ 812,284 $ 821,653

Insights Business

In August 2024, we executed a purchase agreement whereby we agreed to sell the Insights Business to an affiliate of Balmoral Funds ("the Buyer").

The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets of approximately $ 263.4 million (which included approximately $ 247.0 million of intangible assets, net of accumulated amortization) transferred to the Buyer.

The total purchase price of the Insights Business was $ 165.0 million, with approximately $ 155.0 million before adjustments received and $ 10.0 million to be received twelve months after Closing.

In both the three months and nine months ended September 30, 2024, we recognized a loss on sale of approximately $ 110.1 million presented in restructuring and other charges, net in our condensed consolidated statements of operations, and approximately $ 11.2 million of

transaction-related expenses, which were presented in selling, general and administrative ("SG&A") in our condensed consolidated statements of operations.

The closing of the transaction ("Closing") occurred in the third quarter of 2024, at which time net assets transferred to the Buyer.

Concurrent with the Closing, the parties entered into a Transition Services Agreement ("TSA") and a Supply Agreement.

The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer for two to nine months , depending on the service, with the option to extend support services for one to six months for certain services.

The terms of the TSA require that we provide various forms of commercial, operational, and back-office support to the Buyer.

The Supply Agreement commenced at Closing and has a term of five years or less.

The terms of this agreement require that we sell certain tire pressure monitoring system products to the Buyer over the term of the agreement.

We recognized a liability of $ 8.4 million related to this obligation, which represents the balance of this liability as of September 30, 2024, included in accrued expenses and other current liabilities, and other long-term liabilities on our condensed consolidated balance sheets.

For the three and nine months ended September 30, 2024 and 2023, the Insights Business was included in our Other segment.

Refer to Note 1:

Basis of Presentation and Note 15:

Segment Reporting included elsewhere in this Report for additional information on the segment realignment that took place in the three-months ended March 31, 2024.

For the three months ended March 31, 2024, the Insights Business was included in our Other segment.

Magnetic Speed and Position Business ("MSP Business")

In November 2024, we executed a purchase agreement whereby we agreed to sell the MSP Business to a third party.

The closing of the transaction occurred in the first quarter of 2025, at which time net assets transferred to the Buyer.

Subsequent Events

On April 6, 2025, we experienced a ransomware incident that encrypted certain devices in our network.

Upon discovery, we immediately activated our response protocols, implemented containment measures, including proactively taking our network offline, and launched an investigation with the assistance of third-party cybersecurity professionals.

In coordination with legal counsel, we have notified law enforcement about the matter and are supporting its investigation.

The incident temporarily impacted our operations, including shipping, receiving, manufacturing production, and various other support functions to varying degrees over approximately a two-week period.

Our ongoing investigation has identified evidence that files were taken from our environment.

We are working to identify and review the files involved and will take additional actions as appropriate based on our review, including notifying individuals and regulatory authorities in accordance with applicable law.

As of the date of these financial statements, we do not expect this incident to have a material impact on the Company’s financial results and operations for the second quarter ending June 30, 2025 nor the full year ending December 31, 2025;

however, the full scope and impact of this incident is not yet known and could result in a future determination that the incident will be material to our financial statements and results of operations.

Cautionary Statements Concerning Forward-Looking Statements

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These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to public health crises, instability and changes in the global markets, supplier interruption or non-performance, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty and recall claims, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, and changes in existing environmental or safety laws, regulations, and programs.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to instability and changes in the global markets, supplier interruption or non-performance, changes in trade-related tariffs and risks with uncertain trade environments, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, public health crises, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, changes in existing environmental or safety laws, regulations, and programs, and the impact of our recently reported cybersecurity incident or other incidents that may occur in the future.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements