What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-27 compared with 2025-02-28 · 150 added, 213 removed, 168 unchanged (68% of the section changed)

1 unchanged sentence

For more than 100 years, we have been developing and innovating a wide range of customized solutions that address increasingly complex engineering and operating performance requirements for our customers' mission-critical applications.

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

We present financial information for three reportable segments, Automotive, Industrials, and Aerospace, Defense, and Commercial Equipment.

We develop, manufacture, and sell sensors and sensor-rich solutions, electrical protection components and systems, and other products.

Our sensors are used by our customers to translate a physical parameter, such as pressure, temperature, position, or location of an object, into electronic signals that our customers’ products and solutions can act upon.

Our electrical protection portfolio (which includes both components and systems) is composed of various switches, fuses, battery management systems, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.

Our electrical protection portfolio (which includes both components and systems) is composed of various switches, fuses, inverters, energy storage systems, high-voltage distribution units, controllers, and software, and includes high-voltage contactors and other products embedded within systems to maximize their efficiency and performance and ensure safety.

Other products and services we provide include power conversion systems, which include inverters, converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.

Our customers in the Performance Sensing reportable segment include leading global automotive, on-road truck, construction, and agriculture original equipment manufacturers ("OEMs") and the companies that supply parts directly to these OEMs, known as Tier 1 suppliers.

Within the Sensing Solutions reportable segment, our customers include a wide range of industrial and commercial manufacturers and suppliers across multiple end markets, primarily OEMs in the climate control, appliance, medical, energy and charging infrastructure, data/telecom, aerospace and defense industries, various aftermarket distributors, as well as systems integrators and aerospace, motor and compressor distributors.

We have a history of helping our customers with their mission-critical, hard-to-do engineering challenges.

We identify future regulatory impacts and trends in our markets early and then work with our customers to help them adapt to these changes while creating innovative solutions.

This has allowed us to build trust through various market cycles and through periods of significant change and disruption.

We believe large OEMs and other multinational companies are increasingly demanding a global presence to supply sensors and electrical protection components for their key platforms.

We provide all our customers with worldwide technical and manufacturing presence and service support, which helps ensure supply continuity and avoid risks associated with potential supply chain disruptions.

Moreover, we have a strong knowledge of our customers' quality and delivery requirements.

We also see the growing importance of new ‘startup’ OEMs as potential market disruptors, and Sensata’s flexibility, speed, expertise, and global footprint provide these new entrants with a supplier/partner capable of meeting their demanding requirements.

Our customers in the Automotive reportable segment include leading global automotive original equipment manufacturers ("OEMs") and the companies that supply parts directly to these OEMs, known as Tier 1 suppliers, as well as various aftermarket distributors.

Within the Industrials reportable segment, our customers include a wide range of industrial and commercial manufacturers and suppliers across multiple end markets, primarily OEMs in the climate control, appliance, medical, energy and charging infrastructure, and data/telecom industries, as well as systems integrators and motor and compressor distributors.

Customers of the Aerospace, Defense, and Commercial Equipment reportable segment include manufacturers, suppliers, and distributors in the aerospace and defense industries and OEMs and their Tier 1 suppliers of agricultural, construction, and on-road truck equipment.

We have had relationships with our top ten customers for an average of 36 years.

No customer exceeded 10% of our net revenue in any of the years ended December 31, 2024, 2023, or 2022.

The table below sets forth the amount of net revenue by end market, reconciled to total net revenue, for the years ended December 31, 2024, 2023, and 2022:

For the year ended December 31,

(In thousands) 2024 2023 2022

Automotive $ 2,208,416 $ 2,177,189 $ 2,107,651

693,939 715,961 675,238

Industrial, HVAC (2) , and other

712,160 825,293 920,217

Aerospace 190,360 188,179 152,880

127,889 147,461 173,276

Total net revenue

$ 3,932,764 $ 4,054,083 $ 4,029,262

__________________________

(1) Heavy vehicle and off-road

(2) Heating, ventilation, and air conditioning

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 changes included moving the various assets and liabilities comprising our vehicle area network and data collection businesses (the "Insights Business") out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments.

Prior year amounts in this Report have been recast to reflect this realignment.

Refer to Note 20:

Segment Reporting of our audited consolidated financial statements and accompanying notes thereto (the "Financial Statements") included elsewhere in this Report for additional information.

No customer exceeded 10% of our net revenue in any of the years ended December 31, 2025, 2024, and 2023.

Business Strategy

Anticipating and Leveraging Change in our End Markets

Over the next ten years we expect our end markets to undergo more pronounced changes than they have experienced during the last fifty years.

These changes present unprecedented growth opportunities, and by leveraging our core capabilities and global footprint we are uniquely positioned to capitalize on these safe, clean, and efficient growth drivers.

Safe, Clean, & Efficient

Due to a combination of global regulation and shifting consumer preference, our customers are facing increasing demand to make their products safer, cleaner, and more efficient.

Many of our customers are shifting their designs for vehicles, industrial equipment, aircraft, and other systems to meet these evolving requirements, a trend which we refer to as “Safe, Clean, & Efficient." This trend impacts most of our business today and represents an addressable market of $15.6 billion in 2024.

We design and manufacture products and solutions for mission-critical, hard-to-do applications that enable our customers to protect the environment and improve quality of life.

Our products and solutions are being used by our customers in applications to address the Safe, Clean, & Efficient demands, including those that help transportation customers to meet the standards of emissions and pollution-control legislation and industrial customers to introduce new energy-efficient and environmentally friendly motors, compressors, and HVAC systems.

For example, responding to tightening legislation requirements and proliferating content, we enable vehicle OEMs to improve combustion, reduce tailpipe emissions, and increase fuel economy in both traditional internal combustion engines ("ICE") and hybrid vehicles with a combination of sensors, such as pressure, high-temperature, and speed, in next-generation powertrains.

In addition, tightening HVOR emissions regulations in the U.S., Europe, and China have resulted in increased sensor content in engines and exhaust after-treatment.

Our differentiated operator controls and systems improve operator productivity and enable simplified, improved, and safer operation, even in harsh conditions.

Our tire pressure sensors are used by automotive and HVOR OEMs to reduce downtime and operating costs, improve fuel efficiency, and create safer driving conditions.

Also, variable HVAC systems are the preferred method to meet stringent energy efficiency and environmental regulations, and our pressure and temperature sensors are critical to optimize these systems and enable them to achieve higher levels of efficiency.

We consider these capabilities to be core to our historical success and will continue to be significant drivers of market outgrowth in the future.

We use the term "market outgrowth" to describe the difference between our organic revenue growth

and the underlying growth rates in the markets we serve.

We believe this metric approximates the increase in the value or quantities of the products that we are providing into those end markets.

Our objective with the Electrification initiative is to become a leading and foundational player in electrification components and sub-systems across broad industrial, transportation, aerospace, recharging infrastructure, and renewable energy generation and storage end markets.

These components and solutions will support a future that is more environmentally sustainable and efficient and include (1) components for electric vehicles ("EVs"), charging stations, and chargers and (2) mission-critical high-voltage components and subsystems combined into high-value energy management or energy storage solutions.

Throughout this Report, we use the term “electric vehicles” or "EVs" holistically to reference plug-in hybrid and battery-electric vehicles of all kinds, unless otherwise specified.

Due to the prevalence of ICE vehicles today, applications in these vehicles make up most of our current transportation addressable markets (automotive and HVOR).

These addressable markets are large today and growing, with expectations that they will continue to grow over the next ten years.

However, the automotive market is rapidly changing with the transformation into electrification.

Certain of our customers have made commitments regarding the transition from ICE to electrified platforms;

these commitments vary by region.

Manufacturers of material handling equipment, aircraft, and industrial systems are also addressing greenhouse gas ("GHG") emissions regulations and taking advantage of falling battery costs and increasing energy capacities of battery cells to provide electrified solutions to their customers.

Addressing the increasing demand for electrified solutions, and reducing GHG emissions, requires a broad-based transition to clean electricity that encompasses distribution infrastructure.

These demands have been met with more choices, better performance, and improved safety, all combining to advance electrification at a rapid pace.

Many of the components and subsystems we have historically developed and produced, such as those used in braking, tires, and environmental control in traditional ICE vehicles, will play a significant role in this expansion, as we can convert much of this technology for use in electric vehicle applications.

Specific to EVs, we also provide and are developing several components that enable the safe and efficient operation of electrified platforms, such as high-voltage electrical protection, advanced temperature and thermal management sensing, highly sensitive electric motor position, and next-generation current sensing.

We are a leading provider of high-voltage electrical protection components on EVs and charging infrastructure and we also seek to be the partner of choice for HVOR, industrial, and aerospace OEMs transitioning to electrified solutions.

We are directly enabling direct current ("DC") fast charging through high-voltage components.

We enable innovation by providing higher levels of safety through our high-voltage solutions and isolation monitoring devices.

Safety is critical given the level of power being transmitted and handled by the end consumer charging their vehicle.

We are also delivering higher power solutions through a broad array and range of DC switching and current braking products, and we see meaningful growth opportunities through collaborating with our OEMs on integrated products.

Today, our high-voltage contactors are a critical component of our electrification portfolio, and we have continued to build upon that organically and through acquisitions including current sensing and battery management.

We meaningfully started our journey in high-voltage electrification with the 2018 acquisition of GIGAVAC, an industrial contactor-infused business serving the North American market.

Since then, we have continued to innovate our contactor portfolio.

Our GIGAVAC-branded high-voltage electrical protection products augment our electrical protection portfolio to address many of the needs in EVs as these systems transition to higher voltage architecture.

In high voltage applications, the burden on the systems and subsystems to properly control and protect the vehicle from electrical failure becomes mission-critical and is where our solutions play a critical role.

Our electrical protection solutions safeguard the expensive electronics used to power the vehicle and allow for an increase in power levels to improve charging times.

Our average U.S.

dollar content in an electric vehicle is expected to expand over the next several years to approximately two times the content that we currently realize on average for ICE vehicles, resulting from the broad array of electrical components and sensors designed into EVs.

We continue to invest in innovative technologies, competencies, and solutions to enable our customers' success in electrification.

Invest in the Business

While we may continue to consider strategic partnerships and acquisitions to accelerate the growth and transformation of our product portfolio and to obtain access to new technologies, expertise, processes, and solutions, our primary focus is leveraging the core business, which continues to have meaningful growth and cash flows.

Our future success builds upon our deep

expertise in customizing the base technologies developed over the years, improving them meaningfully over time, and leveraging new technologies and capabilities that have been acquired.

We incur research and development ("R&D") costs in order to invest in differentiated capabilities and product innovation.

As a result of these investments, our addressable market is large and expanding.

We believe these are the right strategic decisions for our long-term health and prosperity.

Manufacturing

We believe our long-term success depends on improving operational performance, optimizing capital allocation, and returning to growth.

Improving operational performance

We have achieved our current cost position through development of manufacturing scale and efficiencies, a continual process of migration and transformation to best-cost manufacturing locations, global best-cost sourcing, product design improvements, and ongoing productivity-enhancing initiatives.

4 unchanged sentences

In addition, we continue to drive operational efficiencies with network analysis and optimization, lean initiatives, and accelerating automation deployments to mitigate both labor shortages and wage inflation pressures in our factories.

Capital Allocation

Optimizing capital allocation

Our capital allocation strategy is primarily focused on supporting the growth of the business through capital expenditures, maintaining our dividend, reducing our debt levels, and repurchasing shares opportunistically.

• We repaid an aggregate principal amount of $354.0 million of the 4.0% senior notes in November 2025 that were

validly tendered in connection with a cash tender offer that commenced in October 2025.

• We repaid our $700.0 million aggregate principal amount of 5.0% senior notes due 2025 (the "5.0% Senior Notes") in July 2024 with a combination of cash on hand and the issuance of our $500.0 million aggregate principal amount of 6.625% senior notes due 2032 (the "6.625% Senior Notes").

• We repaid our $400.0 million aggregate principal amount of 5.625% senior notes due 2024 (the "5.625% Senior Notes") in December 2023 with cash on hand.

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

Going forward, our capital allocation strategy is focused on supporting the growth of the business through capital expenditures, maintaining our dividend, reducing our debt levels, and repurchasing shares opportunistically.

Performance Sensing

The Performance Sensing reportable segment accounted for approximately 70% of our net revenue in fiscal year 2024.

It primarily 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.

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

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

In the twelve months ended December 31, 2025, we paid $120.6 million to repurchase shares and $70.4 million in cash dividends.

Returning to growth

While we may continue to consider strategic partnerships and acquisitions to accelerate the growth and transformation of our product portfolio and to obtain access to new technologies, expertise, processes, and solutions, our primary focus is growing the core business, which continues to have meaningful end market demand and generate strong cash flows.

Our future success builds upon our deep expertise in customizing the base technologies developed over the years, improving them meaningfully over time, and expanding to other end markets or applications.

In some cases, we look to accelerate this by integrating new technologies and capabilities that have been acquired.

The Automotive reportable segment accounted for approximately 57.0% of our net revenue in fiscal year 2025.

It primarily serves the Automotive OEM and aftermarket industries through the development and manufacturing of sensors, high-voltage solutions (i.e., electrical protection components), and other solutions that are used in mission-critical systems and applications.

Our solutions are present in a wide variety of transportation systems and subsystems, playing a critical role in ensuring the functionality and safety of a vehicle’s operation.

Within the combustion and electrified propulsion architecture, we provide various sensor solutions (e.g., electric motor position, gasoline direct injection, oil pressure monitoring, and fuel delivery) that enable superior functionality, efficiency, and optimized performance while reducing environmental impact.

As more transportation platforms leverage a plug-in hybrid or fully electrified powertrain, the ability to protect the vehicle systems/sub-systems from high-voltage power sources becomes critical, a need that our electrical protection portfolio (e.g., high-voltage contactors, fuses, high-voltage junction boxes) addresses.

Our cabin thermal management (e.g., pressure plus temperature sensing) and safety (e.g., braking, electronic stability control, and tire management solutions) sensor/product solutions all play critical roles in enabling the safety, improved performance, and increased efficiency and range across ICE, plug-in hybrid, and electrified powertrains.

Applications we serve require close engineering collaboration between us and the OEM or their Tier 1 suppliers.

Within both internal combustion and electrified propulsion architectures, we provide various sensor solutions (e.g., electric motor position, gasoline direct injection, oil pressure monitoring, exhaust temperature, electric motor position, and fuel delivery) that enable superior functionality, efficiency, and optimized performance while reducing environmental impact.

Our cabin thermal management (e.g., pressure plus temperature sensing) and safety (e.g., braking, electronic stability control, and tire management solutions) sensor/product solutions all play critical roles in enabling safety, improved performance, and increased efficiency and range across ICE, plug-in hybrid, and electrified powertrains.

Applications we serve require close engineering collaboration between us and our OEM partners or their Tier 1 suppliers.

Solutions are designed to meet application-specific requirements with customer-specific fit, form, and function.

1 unchanged sentence

Once our solutions are designed into an application, we are well positioned as the incumbent supplier due to the high degree of sensor customization and application/vehicle platform certification.

This results in high switching costs for automotive and HVOR manufacturers once a sensor is designed into a particular system or platform.

We believe this is one of the reasons that sensors are rarely changed during a platform life cycle, which in the case of the automotive industry typically lasts five to seven years.

This results in high switching costs for automotive manufacturers once a sensor is designed into a particular system or platform.

We believe this is one of the reasons that sensors are rarely changed during a platform lifecycle, which in the case of the automotive industry typically lasts five to seven years.

OEMs and Tier 1 suppliers seek to partner with suppliers with a proven record of quality, on-time delivery, and performance, as well as the engineering and manufacturing scale/resources to meet their needs over the multi-year lifecycle of these highly engineered vehicles and systems.

2 unchanged sentences

As electrified transportation platforms continue to evolve and grow, we expect OEM and Tier 1 suppliers to continue to require sensing partners that can meet their increasing needs for mission-critical sensors and solutions, enabling their global vehicle strategies.

We believe our automotive end market is light vehicle production and our heavy vehicle and off-road end market is on-road production, agriculture production, and construction production.

We believe that growth in the automotive and HVOR end markets has historically been driven by three principal trends, including growth in the number of vehicles produced globally and expansion in the number and type of sensors per vehicle.

We believe light vehicle production is a proxy for automotive end market growth.

We believe that growth in the automotive end market has historically been driven by three principal trends:

growth in the number of vehicles produced globally and expansion in the number and type of sensors per vehicle.

Number of sensors per vehicle:

We believe that the number of sensors used in vehicles of all classes will continue to be driven by increasing requirements in vehicle emissions, efficiency, safety, electrification, and comfort-related control systems that depend on sensors for proper functioning, such as electronic stability control, tire pressure monitoring, advanced driver assistance, advanced combustion and exhaust after-treatment applications, and operator controls in heavy off-road equipment.

For example, government regulation of emissions, including fuel economy standards such as the National Highway Traffic Safety Administration’s Corporate Average Fuel Economy requirements in the U.S.

and emissions requirements such as "Euro 07" in Europe, "China National 6" in China, and "EPA 27" in the U.S.

require advanced sensors to achieve these performance metrics.

and emissions requirements require advanced sensors to achieve these performance metrics.

Sensors are crucial enablers for a vehicle’s systems and sub-systems to meet the ever-increasing requirements in a vehicle’s operation.

New Technology:

Automobiles and heavy vehicles continue to evolve, with new alternative technologies being developed to make these vehicles more efficient, reliable, financially viable, and safe.

Automobiles continue to evolve, with new alternative technologies being developed to make these vehicles more efficient, reliable, financially viable, and safe.

We believe this trend will drive growth in our business for the foreseeable future.

1 unchanged sentence

Product Categories

The following table presents the significant product categories offered by Performance Sensing and the corresponding key products, solutions, applications, systems, and end markets:

Key Products/Solutions Key Applications/Systems Key End Markets

The following table presents the significant product categories offered by Automotive and the corresponding key products, solutions, applications and systems:

Key Products/Solutions Key Applications/Systems

Product category:

1 unchanged sentence

High-temperature sensors

Force sensors

Pressure monitoring solutions

Thermal management and air conditioning systems

5 unchanged sentences

High-voltage contactors/fuses

High-voltage distribution units

Battery management system

Charging inlet modules

High-voltage switching and protection devices and solutions

High-voltage distribution modules

Electrical protection

Electrical powertrain

Battery management

Charging systems Automotive

Within each of the principal product categories in Performance Sensing, we compete with three to four suppliers per key application served.

These competitors range from local to large players, depending on the end market.

Battery packs

Charging systems

Within each of the principal product categories in Automotive, we compete with three to four suppliers per key application served.

These competitors range from local to large players, depending on the market.

We believe that the key competitive factors in the markets served by this segment are product performance in mission-critical operating environments, quality, service, reliability, manufacturing footprint, and commercial competitiveness.

1 unchanged sentence

We are experts in the applications we serve, enabling us to provide industry-leading solutions to our customers.

Sensing Solutions

Sensing Solutions, which accounted for approximately 27% of our net revenue in fiscal year 2024, 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, material handling, operator controls, charging infrastructure, renewable energy generation, and microgrid applications and markets, as well as the aerospace market, including commercial aircraft, defense, and aftermarket markets.

Sensing Solutions offerings include pressure, temperature, and position sensors, motor and compressor protectors, high-voltage contactors, solid state relays, bimetal electromechanical controls, charge controllers, material handling, and power conversion systems.

Our products perform many functions, including prevention of damage from excess heat, gas leak detection sensing, or electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from DC power to alternating current power.

Industrials, which accounted for approximately 21.3% of our net revenue in fiscal year 2025, primarily serves industrial customers through the development and manufacture of a broad portfolio of application-specific sensor, power management, and electrical protection products used in a diverse range of industrial markets, including the appliance, heating, ventilation and air conditioning ("HVAC"), material handling, charging infrastructure, renewable energy generation, and microgrid applications and markets.

Our products perform many functions, including prevention of damage from excess heat, gas leak detection sensing, electrical current, optimization of system performance, low-power circuit control, renewable energy generation, and power conversion from DC power to AC power.

Our electrical protection devices are critical for the safe operation of appliances that are used in every day life.

We believe that we are the industry leader in the residential and commercial heating and cooling equipment markets for switches and sensors that manage the refrigerant loop of an air conditioner.

Our clean energy products and solutions include high-voltage contactors, rectifiers, energy storage systems, and electrical sensing products, that serve the industrial, transportation, stationary, and commercial energy conversion and storage end markets.

Applications include those in battery-energy storage, microgrids, and renewable energy generation and storage.

Our fiscal year 2022 acquisition of Dynapower was a foundational addition to our clean energy strategy.

Dynapower is a leader in power conversion systems, including inverters, converters, and rectifiers for renewable energy generation, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.

Dynapower also provides aftermarket sales and service to maintain its equipment in the field.

Demand for our sensor products is driven by many of the same factors as in the transportation sensor markets:

We believe that we are the industry leader in the residential and commercial heating and cooling equipment markets for switches and sensors that manage the refrigerant loop.

Demand for our products is driven by many of the same factors as in the transportation sensor markets:

regulation of emissions, greater energy efficiency and safety, and consumer demand for new features.

Gross Domestic Product growth is a broad indicator of demand for our consolidated industrial markets over the long term.

We use Purchasing Managers' Index to gauge short-term trends in the industrial, appliance, and HVAC markets we serve.

We use Purchasing Managers' Index to gauge short-term trends in the markets we serve.

For instance, the growing consumer demand for cleaner heat sources (e.g., heat pumps) that utilize our content is being driven by government initiatives to reduce carbon emissions.

1 unchanged sentence

Our customers include established multinationals as well as local producers in certain markets.

China remains a priority for us in light of the rapid growth and pace of innovation in that end market.

Asia Pacific remains a priority for us in light of the rapid growth and pace of innovation in that market.

We also believe there is a growing opportunity for applications of our products in data centers, specifically around liquid and air cooling solutions, electrical protection, battery energy storage, and uninterruptible power supply, based on data centers' increasing needs for precision sensing, power management, and system reliability across computing environments.

Product Categories

The following table presents the significant product categories offered by Sensing Solutions and the corresponding key products, solutions, applications, systems, and end markets:

Key Products/Solutions Key Applications/Systems Key End Markets

The following table presents the significant product categories offered by Industrials and the corresponding key products, solutions, applications and systems:

Key Products/Solutions Key Applications/Systems

Product category:

2 unchanged sentences

Circuit breakers

High-voltage contactors/fuses

Battery management systems

Energy storage systems

Switches and relays

Motors, compressors, pumps

Heating and cooling systems

Home appliances

Commercial and military aircraft

Data and telecom equipment

Medical equipment

Recreational vehicles

Aerospace and defense

Product category:

2 unchanged sentences

Temperature sensors

Gas leak detection sensors Motors, compressors, pumps

Gas leak detection sensors

Current sensors

Motors, compressors, pumps

Hydraulic machinery

Motion control systems

Commercial and military aircraft

Motor/platform controllers

Radar solutions

Operator controls

Aerospace and defense

Industrial automation

Product category:

Power conversion systems

Power management

Energy storage systems

High voltage contactors/fuses

Rectifiers and frequency converters

Brushless DC motors

Current sensors

Power conversion systems

Grid harmonics and power delivery

Renewable power generation

Energy storage

Aerospace and defense

Within each of the principal product categories in Sensing Solutions, we compete with divisions of large multinational industrial corporations and companies with smaller market share that compete primarily in specific markets, applications, systems, or products.

Within each of the principal product categories in Industrials, we compete with divisions of large multinational industrial corporations and companies with smaller market share that compete primarily in specific markets, applications, systems, or products.

We believe that the key competitive factors in these markets are product performance, quality, and reliability.

2 unchanged sentences

We provide local support, local service, and local technical engineering development for our customers globally.

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 changes included moving various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") out of Performance Sensing to a new operating segment, which is not aggregated within either of our reportable segments.

Aerospace, Defense, and Commercial Equipment

The Aerospace, Defense, and Commercial Equipment reportable segment accounted for approximately 21.7% of our net revenue in fiscal year 2025.

It primarily serves the aerospace, including commercial aircraft, defense, and commercial equipment, including on-road trucks, construction, and agriculture markets, through the development and manufacture of a variety of sensors, electrical protection products, operator controls, and other solutions that are used in mission-critical systems and applications.

Our solutions play an important role in ensuring the safety and functionality of transportation systems and subsystems.

We collaborate closely with OEMs and Tier 1 suppliers to meet their requirements around form, fit, and function of our products within specific applications.

This creates high switching costs for manufacturers once a sensor is designed into a particular

platform or system.

We believe this is one of the reasons that sensors are rarely changed during platform life cycles.

The markets we serve are seeking to provide cleaner and safer solutions while aligning with evolving regulatory requirements.

Increased demand for our aerospace and defense sensor products is driven by regulation of emissions, greater energy efficiency and safety, and consumer demand for new features.

Regulatory requirements, such as EPA 27 and Euro 07, create opportunities for Sensata to increase content on platforms, which can potentially drive end market outgrowth throughout the adoption cycle.

The operations of this segment also serve the on-road truck production, agriculture production, and construction production markets.

Growth in these markets has historically been driven by growth in the number of vehicles produced globally and expansion in the number and type of sensors per vehicle.

The markets served by our Aerospace, Defense, and Commercial Equipment segment tend to be cyclical in nature.

Product Categories

The following table presents the significant product categories offered by Aerospace, Defense, and Commercial Equipment and the corresponding key products, solutions, applications, and systems:

Key Products/Solutions Key Applications/Systems

Product category:

Pressure sensors

High-temperature sensors

Position sensors

Gas leak detection sensors

Operator controls

Thermal management and air conditioning systems

Exhaust after-treatment

Tire management solutions

Battery packs

Motors, compressors, pumps

Hydraulic machinery

Motion control systems

Commercial and military aircraft

Motor/platform controllers

Product category:

Electrical protection

High-voltage contactors/fuses

High-voltage distribution units

Battery management system

Charging inlet modules

Bimetal electromechanical controls

Circuit breakers

Energy storage systems

Switches and relays

Brushless DC motors

Electrical protection

Electrical powertrain

Battery management

Charging systems

Motors, compressors, pumps

Commercial and military aircraft

Data and telecom equipment

Recreational vehicles

Within each of the principal product categories in Aerospace, Defense, and Commercial Equipment, we compete with large corporations and small companies, depending on the end market.

We believe that the key competitive factors in these markets are product performance, quality, reliability, and service.

Our competitive advantages include the ability to leverage innovative ideas and technologies from the Automotive segment, the depth and scale of our product offerings, customer service, and our ability to develop and manufacture application-specific solutions.

In 2024, we made organizational changes that involved moving various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") to an Other segment, which is not aggregated within any of our reportable segments.

In September 2024, we sold the Insights Business to a third party.

1 unchanged sentence

Technology and Intellectual Property

We pride ourselves as a world leader and early innovator in mission-critical, hard-to-develop sensor solutions.

We develop products that address increasingly complex engineering and operating performance requirements to help our customers solve their most difficult engineering challenges in the automotive, HVOR, industrial, clean energy, and aerospace industries.

We believe that continued focused investment in R&D is critical to our future growth and maintaining our leadership positions in the markets we serve.

We believe that continued focused investment in research and development ("R&D") is critical to our future growth and maintaining our leadership positions in the markets we serve.

Our R&D efforts are directly related to the timely development of new and enhanced products that are central to our business strategy.

We continually develop our technologies to meet an evolving set of customer requirements and new product introductions.

We continually develop our technologies to meet an

evolving set of customer requirements and new product introductions.

We conduct such activities in areas we believe will increase our long-term revenue growth.

Our development expense is typically associated with engineering core technology platforms for specific applications and engineering major upgrades that improve functionality or reduce the cost of existing products.

We benefit from many development opportunities at an early stage for several reasons:

Our sustaining engineering expense consists of costs related to modifying existing products for use by new and existing customers in familiar applications, as well as costs to improve our manufacturing processes.

We begin many development opportunities at an early stage for several reasons:

(1) we are the incumbent in many systems for our key customers;

1 unchanged sentence

and (3) our global engineering teams are located close to key customers in regional business centers.

We work closely with our customers to deliver solutions that meet their needs today and in the future.

As a result of development lead times and the embedded nature of our products, we

collaborate closely with our customers throughout the design and development phase of their products.

Systems development by our customers typically requires significant multi-year investment for certification and qualification, which are often government or customer mandated.

We believe the capital commitment and time required for this process significantly increase the switching costs once a customer has designed and installed a particular sensor into a system.

We rely primarily on patents, trade secrets, manufacturing know-how, confidentiality procedures, and licensing arrangements to maintain and protect our intellectual property rights.

4 unchanged sentences

Pending patent applications filed within the last five years 70 282

Our patents have expiration dates ranging over the next twenty years through 2045.

Our patents have expiration dates ranging over the next nineteen years through 2045.

We also own a portfolio of trademarks and license various patents and trademarks.

4 unchanged sentences

Raw Materials

We use a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products in both our Performance Sensing and Sensing Solutions segments, including those containing certain commodities (e.g., semiconductors, resins, and metals), which may experience significant volatility in their price and availability due to, among other things:

We use a broad range of manufactured components, subassemblies, and raw materials in the manufacture of our products in all of our segments, including those containing certain commodities (e.g., semiconductors, resins, and metals), which may experience significant volatility in their price and availability due to, among other things:

new laws or regulations, including labor laws and the impact of tariffs;

7 unchanged sentences

Because of the diverse global nature of the markets in which we operate, our net revenue is only moderately impacted by seasonality.

Sensing Solutions experiences some seasonality, specifically in its air conditioning and refrigeration products, which tend to peak in the first two quarters of the year as inventories are built up for spring and summer sales.

In addition, Performance Sensing's net revenue tends to be weaker in the third quarter of the year as automotive OEMs retool production lines for the coming model year.

Industrials experiences some seasonality, specifically in its air conditioning and refrigeration products, which tend to peak in the first two quarters of the year as inventories are built up for spring and summer sales.

In addition, Automotive's net revenue tends to be weaker in the third quarter of the year as automotive OEMs retool production lines for the coming model year.

Human Capital Resources

Our employees, whom we refer to as Team Sensata, are responsible for upholding our purpose – to help our customers and partners deliver a safer, cleaner, and more efficient world – and they embody our values in all aspects of daily work.

Our corporate values are the essence of our identity, provide a level-set foundation, and are an important way for us to improve our culture.

Our values include passion, excellence, integrity, flexibility, and teamwork—working together towards common goals, the latter of which we refer to as "One Sensata." In various countries, local law requires our participation in works councils.

We believe that our relations with our employees are good.

We are committed to maintaining a workplace in which all individuals are treated with respect and dignity.

We recognize that our employees contribute unique perspectives and value through their diverse backgrounds, experiences, and characteristics.

It is our policy to recruit, hire, develop, and retain qualified individuals without regard to personal characteristics that are not related to job performance or the requirements of the business.

One of our key areas of prioritization is to empower our workforce through promotion of a culture that values inclusion and diversity and prioritizes employee well-being and safety.

The following table presents a summary of our employee population as of December 31, 2025:

(in thousands) Total U.S.

(in thousands)

Based Female Covered by

4 unchanged sentences

__________________________

(1) We engage contract workers in multiple locations, primarily to cost-effectively manage variations in manufacturing

volume, but also to perform engineering and other general services.

(1) We engage contract workers in multiple locations, primarily to cost-effectively manage variations in manufacturing volume, but also to perform engineering and other general services.

Includes approximately 2,100 direct labor contract workers worldwide.

One of our key areas of prioritization is to empower our workforce through promotion of a culture that values inclusion and diversity and prioritizes employee well-being and safety.

A summary of additional content in the Sustainability Report can be found under the heading Sustainability included elsewhere in this Item 1:

1 unchanged sentence

We believe in treating all people with respect and dignity.

Each person brings unique value through their varying backgrounds and life experiences, no matter their age, race, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical or mental ability, political affiliation, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make our employees unique.

Each person brings unique value through their varying backgrounds, life experiences, and other characteristics that make our employees unique.

It is our policy and practice to hire and employ qualified individuals without regard to these characteristics.

We strive to create and foster a supportive and understanding environment in which ideas are shared freely, helping all individuals realize their maximum potential within Sensata.

An inclusive culture is fundamental to innovation and problem-solving, improving our ability to innovate, and is vital to our business.

We sponsor various employee resource groups (“ERGs”), groups of employees that come together to work strategically, both internally and externally, to benefit and advance their group members by fostering awareness, respect, and inclusion within the workplace.

Our ERGs provide our employees meaningful community and global engagement, networking and mentoring opportunities, and an inclusive workplace culture.

Through interaction with these groups, senior leadership can identify emerging and high-potential talent, acquire cultural knowledge, hear directly from employees who face challenges inherent in underrepresented groups, and strengthen diversity management skills.

An inclusive culture is fundamental to innovation and problem-solving and is vital to our business.

Social and Human Rights Matters

3 unchanged sentences

Our human rights expectations apply to all our personnel, business partners, and other parties involved directly in our operations, products, or services.

We support the Universal Declaration of Human Rights, the International Labor Organization Declaration on Fundamental Principles and Rights at Work, the United Nations Guiding Principles on Business and Human Rights, and the ten principles of the United Nations Global Compact.

We strive to adhere to the principles set forth in these standards, as they may apply to us and the services we provide, and to comply with all applicable human rights and working condition laws, where we operate.

The working conditions of our employees are, at minimum, in compliance with internationally recognized labor standards and the laws of the countries we operate in.

4 unchanged sentences

We survey our employees semi-annually to understand where we are succeeding and how we can initiate improvements in these areas.

We focus our employee communications on continual engagement, providing updates on our business, technology, and workforce, including learning opportunities.

We work to provide our employees with information to help them feel connected to the business and company strategy and purpose, what we are doing to be a responsible corporate citizen and community neighbor, and how we add value to our customers and investors.

We recognize the importance of supporting our employees’ health and well-being.

Accordingly, we regularly review our benefit offerings with external advisers with deep industry expertise in risk insurance, health insurance, and other employee benefits for advice and market expertise.

We are committed to providing comprehensive and competitive benefits packages that attract, retain, and enhance the well-being of our employees by supporting their physical, financial, and emotional wellness.

Our benefits include an array of quality health and income protection benefits.

Some benefits are provided automatically at no cost to employees, while the cost of other benefits is shared between the employee and Sensata.

Our employees' health, safety, and well-being are a high priority and integral to our values.

We consider safety a core value embedded in the decisions we make across the company to protect our employees, business partners, and local communities.

Learning and Development

We believe that continued success in executing our business strategy requires us to provide a broad range of learning and development programs and opportunities to our employees.

We offer our employees an online global learning management system ("Sensata Learning") that enables them to access live virtual and on-demand training.

In fiscal year 2024, employees completed over 96,000 hours of training spanning various required learning and professional development topics, including a range of courses on diversity, inclusion, and ethics.

We have an integrated performance management process containing annual goal setting and periodic formal and informal reviews and check-ins, ensuring that our employees are provided continual feedback on their performance regarding goals and competencies.

We also have templates for giving feedback anytime to employees, typically tied to performance as part of their role, projects, and deliverables which help foster transparency and delivery of real-time feedback.

We offer our employees an online global learning management system that enables them to access live virtual and on-demand training.

In fiscal year 2025, employees completed over 84,900 hours of training spanning various required learning and professional development topics.

In addition, we have a robust talent and succession planning process and have established programs to support the development of our talent pipeline for critical roles in management, engineering, and operations.

On an annual basis, we conduct a leadership review process with our chief executive officer, chief administrative officer, and business and functional leaders to identify key talent for additional development opportunities and programs.

On an annual basis, we conduct a leadership review process with our chief executive officer, chief human resources officer, and business and functional leaders to identify key talent for additional development opportunities and programs.

This helps ensure optimal use of the talent for the benefit of both the employee and Sensata.

We have adopted a Code of Business Conduct and Ethics governing the conduct of our personnel, including our principal executive officer, principal financial officer, principal accounting officer, and senior accounting personnel, and persons performing similar functions.

Our Code of Business Conduct and Ethics is modified from time to time and is available on the investor relations page of our website at www.sensata.com under Corporate Governance .

We have a three-part annual training covering the topics discussed in the Code of Business Conduct and Ethics on Sensata Learning, our online global learning management system.

We hold an annual "Integrity Week," which focuses on integrity as a core value of the organization and underscores our commitment to operating responsibly, one of the four key priority areas outlined in our Sustainability Report.

Integrity is at the core of what we do—from how we govern ourselves to how we conduct our business and manage relationships with our stakeholders.

The most recent Integrity Week, in fiscal year 2024, focused on “Integrity in a Changing World.” By sharing best practices and stories from their professional journeys, various executives and site leaders at Sensata illustrated how integrity is not just about doing the right thing but how it is intrinsic to delivering value and sustainability for our company, environment, and communities.

We have adopted a Code of Conduct governing the conduct of our personnel, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions.

Our Code of Conduct is modified from time to time and is available on the investor relations page of our website at www.sensata.com under Corporate Governance .

We have a three-part annual training covering the topics discussed in the Code of Conduct on Sensata Learning, our online global learning management system.

We believe our management team has the experience necessary to effectively execute our strategy and advance our product and technology leadership.

4 unchanged sentences

Sustainability

Sustainability objectives are central to Sensata’s business strategy, values, and culture.

We believe this strong, foundational focus on sustainability makes Sensata a partner of choice for our customers, a desirable place to work for our employees, and a valued contributor to the communities in which we operate.

Today, our solutions serve as critical building blocks for making safer, cleaner, and more efficient products, while our systems enable millions to make smarter, more sustainable choices.

By harnessing the passion and expertise of our people and working closely with our partners and customers, we are designing a future where the smartest choice is also the most sustainable.

At Sensata, inclusive cultures and diverse perspectives drive success, and transparency and accountability are reflected in everything that we do.

While a key part of our business is to design solutions that support our customers’ transition to cleaner energy, we recognize the role we must play to combat climate change by managing energy consumption and emissions resulting from our operations.

We also recognize that a changing climate may impact significant aspects of our business and the operation of our facilities.

Our sustainability efforts focus on four key areas of prioritization against which we measure progress:

Sustainability is an integral part of Sensata’s business strategy and operations.

Our products and technologies help our customers and partners deliver a safer, cleaner, more efficient and electrified world.

We also manage the environmental impact of our own operations, including energy consumption and emissions, and recognize that climate change may affect aspects of our business and facilities.

Our sustainability efforts focus on four areas:

• Empowering our workforce :

We nurture a culture that promotes diversity and inclusion and prioritizes employee health,

safety, and well-being while supporting our communities and suppliers;

Promoting a culture of belonging, while prioritizing employee health, safety, and well-being.

• Innovating for Sustainability :

We develop products and technology solutions that help create a safer, cleaner, more efficient, electrified, and connected world;

Developing products that enable a safer, cleaner, more efficient and electrified world.

• Protecting Our Environment :

We focus on building products that reduce environmental impact and improve technological efficiencies while optimizing and reducing our operational footprint through energy, water, and waste reduction;

Reducing our operational footprint through energy, water, and waste initiatives.

• Operating Responsibly :

We operate with integrity and high standards of business ethics to help us grow our business and solve the need to safely deliver a cleaner, more efficient, electrified and connected world.

Additional information regarding our sustainability initiatives, as well as information on our progress towards our commitments, is available in our annual Sustainability Report located on our website at www.sensata.com/sustainability .

Nothing on our website, including the aforementioned Sustainability Report, shall be deemed incorporated by reference into this Report.

Upholding integrity and high ethical standards in all business practices.

Additional information, including progress toward our commitments, is available in our annual Sustainability Report at www.sensata.com/sustainability .

Information on our website, including the Sustainability Report, is not incorporated by reference into this Form 10-K.

Environmental and Governmental Regulations

14 unchanged sentences

These laws and regulations are subject to change, and any such change may limit or exclude existing or future business opportunities, require us to change technology, or incur expenditures to comply with such laws and regulations.

Compliance with environmental and governmental regulations and meeting customer requirements have increased our cost of doing business in various ways and may continue to do so in the future.

Compliance with environmental and governmental regulations and meeting customer requirements have increased our cost of

doing business in various ways and may continue to do so in the future.

We do not currently anticipate material capital expenditures during fiscal year 2026 for environmental control facilities.

7 unchanged sentences

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-K

Item 1. Business