What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 478 added, 717 removed, 1404 unchanged (46% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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Notes to Consolidated Financial Statements

Financial Statement Schedules

The following schedules are included elsewhere in this Annual Report on Form 10-K:

Schedule I — Condensed Financial Information of the Registrant

Financial Statement Schedule

The following schedule is included elsewhere in this Annual Report on Form 10-K:

Schedule II — Valuation and Qualifying Accounts

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity for each of the two years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025 expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses identified.

We have audited the accompanying consolidated balance sheets of Sensata Technologies Holding plc and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Dynapower Reporting Unit - Refer to Notes 2 and 11 to the financial statements

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The Company determined the fair value of the Dynapower reporting unit using a discounted cash flow model and market approach.

The determination of fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rate, and terminal growth rate.

The determination of fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to the forecast of future revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rate, and terminal growth rate.

The determination of the fair value using the market approach requires management to make significant assumptions related to the EBITDA multiple.

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As such the Company performed an evaluation to determine the fair value of the Dynapower reporting unit.

As a result of this evaluation, the Company determined the Dynapower reporting unit’s carrying value exceeded its fair value and recorded an impairment charge of $150.1 million during the third quarter of 2024, representing a portion of its goodwill balance.

The Dynapower reporting unit’s fair value was further evaluated as of October 1,

2024 as part of the Company’s annual goodwill impairment analysis, which did not result in any further impairments of the Dynapower reporting unit’s goodwill balance.

Given the significant estimates and assumptions management made to estimate the fair value of the Dynapower reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future revenues and EBITDA margins, estimate of the discount rate, and the selection of the terminal growth rate and EBITDA multiple required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

As a result of this evaluation, the Company determined the Dynapower reporting unit’s carrying value exceeded its fair value and recorded an impairment charge of $ 225 .

7 million during the third quarter of 2025.

Given the significant estimates and assumptions management made to estimate the fair value of the Dynapower reporting unit, the audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions related to the

forecast of future revenues and EBITDA margin, estimate of the discount rate, and the selection of the terminal growth rate and the EBITDA multiple required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues, EBITDA margins and multiples, and the selection of the discount rate and terminal growth rate for the Dynapower reporting unit included the following, among others:

Our audit procedures related to the forecast of future revenues, EBITDA margins and EBITDA multiple and the selection of the discount rate and terminal growth rate for the Dynapower reporting unit included the following, among others :

• T ested the effectiveness of controls over the Company’s goodwill impairment evaluation, including those over the determination of the fair value of the Dynapower reporting unit, such as controls related to management’s forecast of revenues, EBITDA margins, EBITDA multiple, and the selection of the discount rate and terminal growth rate.

• Evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

• Evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management, and (3) external information, such as peer company revenue and EBITDA growth rates, and industry reports .

• Evaluated the reasonableness of management’s forecast by comparing the forecast to (1) historical results, (2) internal communications by management, and (3) external information, such as peer company revenue and EBITDA growth rates, and industry reports.

• With the assistance of our fair value specialists, we evaluated the reasonableness of:

◦ the discount rate and terminal growth rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate and terminal growth rate selected by management.

– the discount rate and terminal growth rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate and terminal rate selected by management.

– the EBITDA multiple, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiple selected by management to its guideline companies for the Dynapower reporting unit.

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We have served as the Company's auditor since 2023.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sensata Technologies Holding plc

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity of Sensata Technologies Holding plc (the Company) for the year ended December 31, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company's auditor from 2005 to 2023.

Boston, Massachusetts

February 13, 2023, except for notes 3, 11 and 20, as to which the date is February 28, 2025

SENSATA TECHNOLOGIES HOLDING PLC

Consolidated Balance Sheets

(In thousands, except per share amounts)

(In millions, except per share amounts)

As of December 31,

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Accounts receivable, net of allowances of $ 16.2 and $ 20.5 as of December 31, 2025 and 2024, respectively

660,180 744,129

Inventories 617.8 614.5

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Current portion of long-term debt and finance lease obligations

$ 2,414 $ 2,276

Accounts payable 413.0 362.2

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Finance lease obligations, less current portion

20,984 22,949

Long-term debt, net 2,828.6 3,176.1

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Shareholders' equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized and 176,541 and 175,832 shares issued as of December 31, 2024 and 2023, respectively

Ordinary shares, € 0.01 nominal value per share, 177.0 and 176.5 shares issued as of December 31, 2025 and 2024, respectively

Treasury shares, at cost, 31.2 and 27.0 shares as of December 31, 2025 and 2024, respectively

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Retained earnings 2,295.6 2,340.2

Accumulated other comprehensive (loss)/income

Accumulated other comprehensive loss

( 7.4 ) ( 42.5 )

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Consolidated Statements of Operations

(In thousands, except per share amounts)

(In millions, except per share amounts)

For the year ended December 31,

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Other, net 15.8 ( 21.5 ) ( 13.0 )

(Loss)/Income before taxes

Income/(loss) before taxes

123.3 ( 11.8 ) 17.8

(Benefit from)/Provision for income taxes

Provision for/(benefit from) income taxes

92.0 ( 140.3 ) 21.8

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Consolidated Statements of Comprehensive Income

(In thousands)

(In millions)

For the year ended December 31,

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Defined benefit and retiree healthcare plans 1.4 16.8 3.4

Change in foreign currency translation adjustments

Currency translation adjustments

25.2 ( 43.9 ) 20.9

Other comprehensive (loss)/income

Other comprehensive income/(loss)

35.1 ( 52.5 ) 26.2

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Consolidated Statements of Cash Flows

(In thousands)

(In millions)

For the year ended December 31,

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Share-based compensation 25.0 38.5 30.0

Loss on debt financing 9,757 1,413 5,468

(Gain)/loss on debt financing

( 2.8 ) 9.8 1.4

Amortization of intangible assets 80.2 145.7 173.9

Deferred income taxes ( 0.2 ) ( 233.4 ) ( 54.2 )

Loss on equity investments, net

(Gain)/loss on equity investments, net

( 1.5 ) 14.0 0.7

Other non-cash gain/(loss), net

Other non-cash loss, net

47.0 86.5 36.0

Acquisition-related compensation payments

— ( 5.2 ) ( 22.6 )

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

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Inventories ( 14.3 ) 16.2 ( 70.2 )

Prepaid expenses and other current assets ( 12,978 ) 13,943 ( 16,961 )

Prepaid expenses and other

( 9.5 ) ( 18.8 ) ( 0.2 )

Accounts payable and accrued expenses 56.7 ( 110.0 ) ( 80.7 )

Income taxes payable ( 18.5 ) 1.5 ( 12.1 )

Other ( 5,806 ) ( 14,119 ) ( 13,881 )

Acquisition-related compensation payments ( 5,232 ) ( 22,620 ) ( 23,500 )

Net cash provided by operating activities 621.5 551.5 456.7

Cash flows from investing activities:

Acquisitions, net of cash received — — ( 631,516 )

Additions to property, plant and equipment and capitalized software ( 131.2 ) ( 158.6 ) ( 184.6 )

Investment in debt and equity securities 3,681 ( 390 ) ( 7,983 )

Proceeds from sale of business, net of cash sold 33.7 135.7 19.0

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Purchase of noncontrolling interest in joint venture

( 79,393 ) — —

Payments of debt financing costs ( 2.0 ) ( 13.4 ) ( 0.8 )

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Cash paid for interest $ 157.0 $ 147.8 $ 187.2

Cash paid for income taxes $ 92,560 $ 95,473 $ 68,768

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

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Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(In millions)

Ordinary Shares Treasury Shares Additional

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Balance as of December 31, 2022

175.2 $ 2.2 ( 22.8 ) $ ( 1,124.7 ) $ 1,866.2 $ 2,383.3 $ ( 16.3 ) $ 3,110.8

Surrender of shares for tax withholding — — ( 0.3 ) ( 12.3 ) — — — ( 12.3 )

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Share-based compensation — — — — 30.0 — — 30.0

Net income — — — — — 310,685 — 310,685

— — — — — ( 3.9 ) — ( 3.9 )

Other comprehensive income — — — — — — 26.2 26.2

Balance as of December 31, 2023

175.8 2.2 ( 25.1 ) ( 1,213.2 ) 1,901.6 2,295.6 10.0 2,996.3

Surrender of shares for tax withholding — — ( 0.3 ) ( 11.7 ) — — — ( 11.7 )

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Share-based compensation — — — — 38.5 — — 38.5

Purchase of noncontrolling interest in joint venture — — — — ( 72.1 ) — — ( 72.1 )

— — — — — 128.5 — 128.5

Other comprehensive income — — — — — — 26,226 26,226

Other comprehensive loss

— — — — — — ( 52.5 ) ( 52.5 )

Balance as of December 31, 2024

176.5 2.3 ( 27.0 ) ( 1,282.1 ) 1,872.6 2,340.2 ( 42.5 ) 2,890.4

Surrender of shares for tax withholding — — ( 0.2 ) ( 5.5 ) — — — ( 5.5 )

Stock options exercised 118 1 — — 4,604 — — 4,605

Vesting of restricted securities 0.6 — — — — — — —

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Share-based compensation — — — — 25.0 — — 25.0

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

— — — — — 31.3 — 31.3

Other comprehensive loss

Other comprehensive income

— — — — — — 35.1 35.1

Balance as of December 31, 2025

177.0 $ 2.3 ( 31.2 ) $ ( 1,402.7 ) $ 1,897.6 $ 2,295.6 $ ( 7.4 ) $ 2,785.4

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

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Our electrical protection portfolio (which includes both components and systems) is composed of various switches, fuses, 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 battery storage systems and power conversion systems, the latter of which include converters, and rectifiers for renewable energy generation, green hydrogen production, electric vehicle charging stations, and microgrid applications, as well as industrial and defense applications.

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

Sensata plc conducts its operations through subsidiary companies that operate business and product development centers primarily in Belgium, Bulgaria, China, Denmark, India, Japan, the Netherlands, South Korea, the United Kingdom (the "U.K."), and the United States (the "U.S.");

and manufacturing operations primarily in Bulgaria, China, Malaysia, Mexico, the U.K., and the U.S.

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

Refer to Note 20:

Segment Reporting for additional information related to each of our segments.

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

The most significant changes included combining our Automotive and Heavy Vehicle and Off-Road ("HVOR") businesses (with the combined business remaining in Performance Sensing) and 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.

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.

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

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.

In the three months ended December 31, 2025, we realigned our business as a result of organizational changes that better allocate our resources to support changes to our business strategy.

These changes resulted in the dissolution of our prior segments, Performance Sensing and Sensing Solutions, and the creation of three new segments.

Our Automotive segment includes both Automotive and Aftermarket businesses.

The Industrials segment includes our Industrial and Dynapower businesses.

The Aerospace, Defense, and Commercial Equipment segment includes our Aerospace and Commercial Equipment businesses.

Results of the Insights Business, which was sold during the third quarter of 2024, are presented in the Other non-operating segment, which is not aggregated within any of our reportable segments.

Our new operating structure allows us to more effectively allocate capital and investment dollars based on different end market and growth dynamics in each of these segments.

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

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All intercompany balances and transactions have been eliminated.

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

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

We round amounts in the consolidated financial statements to millions within tables and text (unless otherwise specified) and calculate all percentages and per-share data from underlying whole-dollar amounts.

Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Certain reclassifications have been made to prior periods to conform to current period presentation.

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These performance obligations are generally satisfied within a short period of time.

We have elected the practical expedient in ASC Topic 606 to not disclosures our remaining performance obligations as these obligations are generally less than one year in duration.

Amounts billed to our customers for shipping and handling after control has transferred are recognized as revenue and the related costs that we incur are presented in cost of revenue.

In determining the transaction price, we evaluate whether the consideration promised in the contract includes a variable amount and, if applicable, we include in the transaction price some or all of an amount of variable consideration only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Variable consideration may be explicitly stated in the contract or implied based on our customary practices.

Examples of variable consideration present in our contracts include rights of return, in the case of a defective or non-conforming product, and trade discounts, including early payment discounts and retrospective volume discounts.

Such variable consideration has not historically been material in relation to our net revenue.

Our contract terms generally require the customer to make payment on negotiated terms after the shipment date.

Lastly, we exclude from our determination of the transaction price value-added tax and other similar taxes.

We exclude from our determination of the transaction price value-added tax and other similar taxes.

Our performance obligations are satisfied, and revenue is recognized, when control of the product is transferred to the customer.

The transfer of control generally occurs at the point in time the product is shipped from our warehouse or, less often, at the point in time it is received by the customer, depending on the specific terms of the arrangement.

Many of our products are designed and engineered to meet customer specifications.

These activities, and the testing of our products to determine compliance with those specifications, occur prior to any revenue being recognized.

Products are then manufactured and sold to customers.

Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials, which is not considered a distinct performance obligation in accordance with FASB ASC Topic 606.

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Our liability associated with this warranty is, at our option, to repair the product, replace the product, or provide the customer with a credit.

We also sell products to customers under negotiated agreements or where we have accepted the customer’s terms of purchase.

In these instances, we may provide additional warranties for longer durations, consistent with differing end market practices, and where our liability may not be limited.

In addition, many sales take place in situations where commercial or civil codes or other laws would imply various warranties and restrict limitations on liability.

Refer to Note 3:

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For awards without performance conditions that are subject to graded vesting, we recognize compensation expense on a straight-line basis over the service period.

Awards that are subject to both graded vesting and performance conditions are expensed on an accelerated basis over the service period.

Awards that are subject to both graded vesting and performance conditions are expensed on an accelerated basis

over the service period.

We grant restricted securities for which vesting is contingent only upon service conditions, those that are also subject to performance conditions, and, beginning in fiscal year 2023, those that are subject to conditions based on the attainment of certain market criteria relative to peer companies (the latter referred to as "Market PRSUs").

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The accounting for changes in the fair value of our cash flow hedges depends on whether we have elected to designate the derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive income/(loss) and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings.

In accordance with FASB ASC Topic 815, both the effective and ineffective portions of changes in the fair value of derivatives designated and qualifying as cash flow hedges are recognized in accumulated other comprehensive loss and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings.

Changes in the fair value of derivative instruments that are not designated as accounting hedges are recognized immediately in other, net.

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Shareholders' Equity and Note 19:

Derivative Instruments and Hedging Activities for additional information related to the reclassification of amounts from accumulated other comprehensive income/(loss) into earnings.

Derivative Instruments and Hedging Activities for additional information related to the reclassification of amounts from accumulated other comprehensive loss into earnings.

We present the cash flows arising from our derivative financial instruments in a manner consistent with the presentation of cash flows that relate to the underlying hedged items.

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We do not offset the fair value amounts recognized for derivative instruments against fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral.

We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor the amount of credit exposure to any one issuer.

We maintain derivative instruments with major financial institutions of investment grade credit rating and monitor

the amount of credit exposure to any one issuer.

We believe there are no significant concentrations of risk associated with our derivative instruments.

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Although we do not foresee that credit risk associated with these receivables will deviate from historical experience, collection is dependent upon the financial stability of these individual customers.

We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables.

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

No customer exceeded 10%

We estimate an allowance for credit losses on trade accounts receivable at an amount that represents our estimated expected credit losses over the lifetime of our receivables, and we assume that current conditions as of the balance sheet date will not change during the remaining life of the asset.

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

Trade accounts payable

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Allowance for Losses on Receivables

The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of

the related transaction price recognized as revenue in accordance with FASB ASC Topic 606.

The allowance for losses on receivables is used to present accounts receivable, net at an amount that represents our estimate of the related transaction price recognized as revenue in accordance with FASB ASC Topic 606.

The allowance represents an estimate of expected credit losses over the lifetime of our receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off.

We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for collectability and a statistical analysis of the remaining receivables determined by reference to past default experience.

We consider the need to adjust historical information to reflect the extent to which we expect current conditions and reasonable forecasts to differ from the conditions that existed for the historical period considered.

The allowance for losses on receivables also includes an allowance for sales returns (variable consideration).

We estimate the allowance on the basis of specifically identified receivables that are evaluated individually for collectability.

We assume that current conditions as of the balance sheet date will not change during the remaining life of the asset.

The allowance for losses on receivables also includes an allowance for sales

returns (variable consideration).

Management judgments are used to determine when to charge off uncollectible trade accounts receivable.

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Similar to goodwill, we perform an annual impairment review of our indefinite-lived intangible assets in the fourth quarter of each fiscal year, unless events occur that trigger the need for an earlier impairment review.

We have the option to first assess

qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired.

We have the option to first assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset is impaired.

If we elect not to use this option, or we determine that it is more likely than not that the asset is impaired, we perform a quantitative impairment analysis in which we estimate the fair value of the indefinite-lived intangible asset and compare that amount to its carrying value.

In this analysis, we estimate the fair value by using the relief-from-royalty method, in which we make assumptions about future conditions impacting the fair value of our indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, and royalty rates.

We determine fair value by using the appropriate income approach valuation methodology.

Impairment, if any, is based on the excess of the carrying value over the fair value of these assets.

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Goodwill and Other Intangible Assets, Net for additional information related to our goodwill and other intangible assets.

Research and Development Expense

Research and development expense ("R&D") expense consists of costs related to product design and development activities.

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

Costs related to modifications of existing products for use by new and existing customers in familiar applications are presented in cost of revenue and not included in R&D expense.

R&D costs are generally expensed as incurred.

We estimate our provision for (or benefit from) income taxes in each of the jurisdictions in which we operate.

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According to FASB ASC Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period.

The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component of other comprehensive income (or loss) and as a component of accumulated other comprehensive income/(loss) on the consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income .

The resulting translation adjustments are reported as cumulative translation adjustment ("CTA"), which is a component of other comprehensive income (or loss) and as a component of accumulated other comprehensive loss on the consolidated balance sheets in accordance with FASB ASC Topic 220, Income Statement - Reporting Comprehensive Income .

Cash and Cash Equivalents

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Contributions made to pension and other post-retirement benefit plans are presented as a component of operating cash flows within the consolidated statements of cash flows.

We present the service cost component of net periodic benefit cost in the cost of revenue, research and development ("R&D"), and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net.

We present the service cost component of net periodic benefit cost in the cost of revenue, R&D, and SG&A expense line items, and we present the non–service components of net periodic benefit cost in other, net.

Refer to Note 13:

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Recently issued accounting standards adopted in the current period:

In November 2023, the 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 ASC Topic 280, Segment Reporting , in interim periods, and that a public entity provide the title and position of the chief operating decision maker.

Other requirements of the guidance are not expected to be material.

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 must be applied retrospectively to all prior periods presented.

We adopted ASU No.

2023-07 on January 1, 2024 and have included the required new annual and disclosures in our Annual Report on Form 10-K for the period ended December 31, 2024.

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

2023-09, Income taxes (Topic 740):

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 31, 2024, and should be applied prospectively, with retrospective application also a permitted option.

We prospectively adopted ASU No.

2023-09 on January 1, 2025 and have included the required new annual disclosures in our Annual Report on Form 10-K for the period December 31, 2025.

Refer to Note 7:

Segment Reporting for additional information.

Income Taxes for additional information.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets.

The practical expedient assumes that current conditions as of the balance sheet do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses.

This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

We early adopted ASU No.

2025-05 for the year ended December 31, 2025.

This adoption did not have a material impact on our consolidated financial statements and disclosures.

Recently issued accounting standards to be adopted in a future period:

In December 2023, the FASB issued ASU No.

2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosures , which introduces new disclosure requirements for income taxes.

This update is effective for annual periods beginning after December 31, 2024.

While this ASU is not yet effective for the year ending December 31, 2024, we anticipate that it will significantly enhance the transparency and detail of our income tax disclosures in future periods.

Key changes include:

• Enhanced rate reconciliation disclosures, requiring a tabular reconciliation of the effective tax rate using both percentages and amounts, with detailed information on significant reconciling items.

• Detailed disclosures of income taxes paid, broken out between federal (national), state/local, and foreign taxes, and by individual jurisdictions when they represent 5% or more of the total income taxes paid.

• More detailed disclosures about deferred tax liabilities, particularly those related to unremitted earnings of foreign subsidiaries .

We are currently assessing the impact of these new requirements on our financial reporting and will implement the necessary changes in our disclosures for the year ending December 31, 2025.

In November 2024, the FASB issued ASU No.

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

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic

Targeted Improvements to the Accounting for Internal-Use Software.

This update improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

This ASU can be applied prospectively, retrospectively, or with a modified transition approach.

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

2025-06 will have on its consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.

This guidance amends existing guidance to simplify the application of hedge accounting, enhance alignment between risk management activities and financial reporting, and provide additional flexibility in the designation and measurement of certain hedging relationships.

The amendments included in the five matters addressed in this ASU are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted.

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

2025-09 will have on its consolidated financial statements and disclosures.

Revenue Recognition

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We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue.

We believe that our end markets are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The following table presents net revenue disaggregated by end market for the years ended December 31, 2024, 2023, and 2022:

For the year ended December 31, 2024 (1)

PS SS Other Total

$ 2,073,758 $ 134,658 $ — $ 2,208,416

669,835 24,104 — 693,939

Industrial — 556,661 — 556,661

— 155,499 — 155,499

Aerospace — 190,360 — 190,360

— — 127,889 127,889

Total $ 2,743,593 $ 1,061,282 $ 127,889 $ 3,932,764

For the year ended December 31, 2023 (1)

PS SS Other Total

$ 2,062,058 $ 115,131 $ — $ 2,177,189

687,876 28,085 — 715,961

Industrial (2)

— 660,551 — 660,551

— 164,742 — 164,742

Aerospace — 188,179 — 188,179

— — 147,461 147,461

Total $ 2,749,934 $ 1,156,688 $ 147,461 $ 4,054,083

For the year ended December 31, 2022 (1)

PS SS Other Total

$ 1,994,875 $ 112,776 $ — $ 2,107,651

650,372 24,866 — 675,238

Industrial (2)

— 729,120 — 729,120

— 191,097 — 191,097

Aerospace — 152,880 — 152,880

— — 173,276 173,276

Total $ 2,645,247 $ 1,210,739 $ 173,276 $ 4,029,262

__________________________

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

Basis of Presentation and Note 20:

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, revenue generated by our Insights Business 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 years ended December 31, 2023 and 2022 have been retrospectively recast to reflect this change.

(2) Effective April 1, 2023, we moved our material handling products from the HVOR operating segment (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment to align with new management reporting.

The amounts previously reported in the table above for the year ended December 31, 2022 have been retrospectively recast to reflect this change.

We believe that our geographic regions are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Refer to Note 20:

Segment Reporting for a presentation of net revenue disaggregated by product category and geographic region.

Segment Reporting for additional information.

Share-Based Compensation

At our Annual General Meeting held on May 27, 2021, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan").

At our 2021 Annual General Meeting, our shareholders approved the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "2021 Equity Plan"), which replaced the Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan (the "2010 Equity Plan").

The 2021 Equity Plan is substantially similar to the 2010 Equity Plan with some updates based on changes in law and current practices.

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All awards granted subsequent to this approval were made under the 2021 Equity Plan.

The 2010 Equity Plan was terminated as to the

grant of any additional awards, but prior awards remain outstanding in accordance with their terms.

The 2010 Equity Plan was terminated as to the grant of any additional awards, but prior awards remain outstanding in accordance with their terms.

As of December 31, 2025, there were 3.3 million ordinary shares available for grants of awards under the 2021 Equity Plan.

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A summary of stock option activity for the year ended December 31, 2025 is presented in the table below:

Number of Options (thousands) Weighted-Average

Number of Options (millions)

Weighted-Average

Exercise Price Per Option Weighted-Average

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Balance as of December 31, 2024

0.8 $ 46.94 2.3 $ —

Forfeited or expired ( 0.1 ) $ 55.68

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Balance as of December 31, 2025

0.7 $ 44.55 1.8 $ —

Options vested and exercisable as of December 31, 2025

Aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023, and 2022 was $ 0.4 million, $ 1.7 million and $ 8.3 million, respectively.

0.7 $ 44.55 1.8 $ —

No options were exercised in the year ended December 31, 2025.

Aggregate intrinsic value of options exercised in the years ended December 31, 2024 and 2023 was $ 0.4 million and $ 1.7 million, respectively.

Restricted Securities

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0.0 % to 200.0 %

(Awards in thousands) RSU Awards Granted Weighted-Average

(Awards in millions)

RSU Awards Granted Weighted-Average

Fair Value PRSU Awards Granted (2)

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Fair Value PRSU Awards Granted Weighted-Average

2025 1.2 $ 24.16 0.5 $ 25.58 — $ —

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The amounts presented within this table do not reflect our current assessment of the probable outcome of vesting based on the achievement or expected achievement of performance conditions.

(2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of

certain peers as defined in the award agreement.

(2) Approximately 50 percent of these awards represent Market PRSUs that will be evaluated relative to the performance of certain peers as defined in the award agreement.

The number of units that ultimately vest will be from 0 % to 150 %, depending on achievement of these performance criteria.

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The key assumptions used in estimating the grant-date fair value of Market PRSUs for the years ended December 31, 2025, 2024, and 2023 are presented in the table below:

For the year ended December 31, 2024 For the year ended December 31, 2023

For the year ended December 31, 2025 For the year ended December 31, 2024 For the year ended December 31, 2023

Expected term (years)

Risk free interest rate

3.8 % 4.5 % 3.8 %

Dividend yield

2.0 % 1.3 % 0.9 %

Stock price on valuation date

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Expected volatility

There were no Market PRSUs granted in the year ended December 31, 2022.

Compensation expense for the year ended December 31, 2024 reflects our estimate of the probable outcome of the performance conditions associated with the PRSU awards granted in the years ended December 31, 2024, 2023, and 2022.

A summary of activity related to outstanding unvested restricted securities for the year ended December 31, 2024 is presented in the table below (amounts have been calculated based on unrounded shares, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):

Restricted Securities (thousands) Weighted-Average

32 % 31 % 36 %

Compensation expense for the year ended December 31, 2025 reflects our estimate of the probable outcome of the performance

conditions associated with the PRSU awards granted in the years ended December 31, 2025, 2024, and 2023.

A summary of activity related to outstanding unvested restricted securities for the year ended December 31, 2025 is presented in the table below:

Restricted Securities (millions)

Weighted-Average

Balance as of December 31, 2024

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Share-based compensation expense $ 25.0 $ 38.5 $ 30.0

In the years ended December 31, 2024, 2023, and 2022, we recognized $ 5.5 million, $ 4.5 million, and $ 3.8 million,

respectively, of income tax benefit associated with share-based compensation expense.

In the years ended December 31, 2025, 2024, and 2023, we recognized $ 4.0 million, $ 5.5 million, and $ 4.5 million, respectively, of income tax benefit associated with share-based compensation expense.

The table below presents unrecognized compensation expense at December 31, 2025 for each class of award and the remaining expected term for this expense to be recognized:

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Restructuring and Other Charges, Net

Transformation Plan

In the year ended December 31, 2025, we committed to a plan to reorganize our business (the “Transformation Plan”).

The Transformation Plan, consisting of leadership transitions, involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to competitively reposition ourselves to capture growth from evolving market conditions.

Over the life of the Transformation Plan, we expect to incur restructuring charges of between $ 13.0 million and $ 16.0 million, primarily related to reductions-in-force and related site closure costs.

All restructuring costs are excluded from segment results.

The majority of the actions under the Transformation Plan are expected to be completed by on or before June 30, 2028.

We expect to settle these charges with cash on hand.

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 are planned, are expected to impact 213 positions.

Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 11.8 million and $ 15.0 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 September 30, 2025.

Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of approximately $ 18.0 million, primarily related to reductions-in-force.

The majority of the actions under the 2H 2024 Plan were completed on or before December 31, 2025 and actions yet to be completed are expected to result in immaterial charges.

We expect to settle these charges with cash on hand.

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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 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 are planned, are expected to impact 505 positions.

Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 23.9 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.

Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of approximately $ 29.0 million, primarily related to reductions-in-force.

The majority of the actions under the Q3 2023 Plan were completed on or before December 31, 2025 and actions yet to be completed are expected to result in immaterial charges.

We expect to settle these charges with cash on hand.

We expect these restructuring charges to impact our business segments and corporate functions as follows:

(Dollars in thousands) Positions Minimum Maximum

Performance Sensing 160 $ 8,300 $ 10,000

Sensing Solutions 150 6,100 6,200

Corporate and other 195 9,500 9,550

Total 505 $ 23,900 $ 25,750

Restructuring charges recognized in the years ended December 31, 2024 and 2023 resulting from the Q3 2023 Plan are

presented by business segment and corporate functions below.

For the year ended December 31,

Severance Facility and other exit costs

Performance Sensing $ 250 $ — $ 7,741 $ 237

Sensing Solutions 42 242 4,850 955

Corporate and other ( 169 ) — 9,712 —

Q3 2023 Plan total $ 123 $ 242 $ 22,303 $ 1,192

Spear Power Systems

On June 6, 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 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 (the "Aerospace 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 the Spear Marine Business and Aerospace Business resulted in charges in the years ended December 31, 2024 and 2023, as presented in the table below:

For the year ended December 31,

Location 2024

Accelerated amortization Amortization of intangible assets $ 9,619 $ 13,527

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

Severance charges, net

Restructuring and other charges, net ( 328 ) 1,159

Write-down of property, plant and equipment

Restructuring and other charges, net 3,711 2,002

Other charges, including contract termination costs Restructuring and other charges, net 7,771 11,335

Total $ 22,216 $ 38,502

The following table presents the components of restructuring and other charges, net for the years ended December 31, 2025, 2024, and 2023:

1 unchanged sentence

2025 2024 2023

2H 2024 Plan, net (1)

Transformation Plan

$ 6.9 $ — $ —

2H 2024 Plan, net

Q3 2023 Plan, net

11,154 14,496 —

Other restructuring and other charges, net

Severance costs, net

3,960 6,690 19,112

Facility and other exit costs 4,006 600 5,464

Loss (gain) on sale of business (3)

98,750 ( 5,877 ) ( 135,112 )

Acquisition-related compensation arrangements (4)

Transaction related charges (1)

27.2 100.8 9.4

Facility and other charge (2)

5.2 32.2 14.9

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__________________________

(1) Includes net severance charges and facility and other exit costs related to the respective programs as detailed under the headings 2H 2024 Plan and Q3 2023 Plan above.

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

The year ended December 31, 2023 includes severance charges incurred as a result of the exit of the Spear Marine Business as detailed under the heading Spear Power Systems above.

(3) The year ended December 31, 2024 included the loss on the sale of the Insights business.

The year ended December 31, 2022 includes the gain on sale of the "Qinex Business.

(1) The year ended December 31, 2025 included the loss on the sale of the Insights business and the MSP Business, and acquisition-related compensation agreements.

The year ended December 31, 2024 included the loss on sale of the Insights Business and acquisition-related compensation agreements.

Refer to Note 21:

Divestitures for additional information.

(4) 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 determined at the time of acquisition.

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

The year ended December 31, 2024 primarily includes pension settlement charges and charges related to assets currently held for sale.

Refer to Note 21:

Divestitures for further information.

The year ended December 31, 2023 primarily includes charges related to the exit of the Spear Marine Business, as detailed under the heading Spear Power Systems above.

The year ended December 31, 2022 primarily includes transaction-related charges to sell the Qinex Business, partially offset by gains related to changes in the fair value of acquisition-related contingent consideration amounts.

The year ended December 31, 2025 primarily includes charges related to the sale of certain assets.

The year ended December 31, 2024 primarily includes charges related to the exit of Spear, certain product lifecycle management activities and pension settlement costs.

Refer to Note 21:

Divestitures for additional information.

The year ended December 31, 2023 primarily includes charges related to the exit of Spear.

The following table presents a rollforward of the severance portion of our restructuring obligations for the years ended December 31, 2025 and 2024:

Transformation Plan

Balance as of December 31, 2023 $ — $ — $ 6.0 $ 0.8 $ 6.8

19 unchanged sentences

28.1 3.5 ( 2.8 )

Loss on debt financing transactions (3)

Gain/(loss) on debt financing transactions

2.8 ( 9.8 ) ( 5.4 )

Loss on equity investments, net (4)

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

1.9 ( 14.0 ) ( 0.7 )

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__________________________

(1) Relates to the remeasurement of non-functional currency denominated net monetary assets and liabilities into the functional currency.

Refer to Note 2:

Significant Accounting Policies — Foreign Currency for additional information.

(2) Relates to changes in the fair value of derivative financial instruments not designated as cash flow hedges.

Refer to Note 19:

Derivative Instruments and Hedging Activities for additional information related to gains and losses on our commodity and foreign currency forward contracts.

(3) Refer to Note 14:

Debt for additional information related to our debt financing transactions.

(4) The year ended December 31, 2024, primarily includes a loss on equity investment that does not have a readily

determinable fair value for which we use the measurement alternative prescribed in FASB Topic 321, Investments-Equity Securities.

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

Refer to Note 18:

Fair Value Measures for additional information.

The year ended December 31, 2022, primarily reflects a mark-to-market loss on our investment in Quanergy Systems, Inc.

("Quanergy") .

Refer to Note 2:

Significant Accounting Policies for detailed discussion of the accounting policies related to income taxes.

Income before taxes

Income before taxes for the years ended December 31, 2024, 2023, and 2022 was categorized by jurisdiction as follows:

2024 $ ( 357,556 ) $ 345,719 $ ( 11,837 )

The Company is incorporated and domiciled in the United Kingdom;

therefore, amounts presented as ‘domestic’ in the following disclosures refer to the U.K., while amounts labeled ‘foreign’ represent jurisdictions outside the U.K.

Beginning in 2025, we adopted the enhanced income tax disclosure requirements pursuant to ASU 2023-09 prospectively.

In addition, prior-year amounts have been restated to present the United Kingdom as ‘domestic,’ consistent with our jurisdiction of domicile.

Previously, amounts labeled as ‘domestic’ reflected U.S.

This change in presentation has been applied retrospectively for comparability and does not affect total income tax expense or net income.

Income from continuing operations

Income/(loss) before taxes for the years ended December 31, 2025, 2024, and 2023 was categorized by jurisdiction as follows:

2025 $ 53.3 $ 70.1 $ 123.3

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2023 $ 7.5 $ 10.3 $ 17.8

(1) Includes U.K.

income/(loss) before taxes of $ 35,035 , $ 7,506 , and $( 4,401 ) for the years ended December 31, 2024, 2023, and 2022, respectively.

Provision for income taxes

Components of income tax expense (benefit)

Provision for income taxes for the years ended December 31, 2025, 2024, and 2023 comprised provisions for (or benefits from) income tax by jurisdiction as follows:

8 unchanged sentences

Total $ ( 0.7 ) $ 22.5 $ 21.8

__________________________

(1) Includes U.K.

current tax (or benefit) of $ 18,855 , $ 100 , and $ 246 and U.K.

deferred tax (or benefit) of $( 10,200 ), $( 811 ), and $( 3,528 ), resulting in U.K.

total tax (or benefit) of $ 8,655 , $( 711 ), and $( 3,282 ) for tax years ended December 31, 2024, 2023, and 2022, respectively.

Cash taxes paid

The following table presents income taxes paid (net of refunds received) during the year ended December 31, 2025, disaggregated by jurisdiction.

Germany - Federal

Other foreign

Income taxes paid (net of refunds) were $ 92.6 million, and $ 95.5 million for the years ending December 31, 2024 and 2023, respectively.

Income taxes paid are presented on a cash basis and are net of refunds received during the year.

Amounts paid to individual jurisdictions are separately presented when they equal or exceed 5% of total income taxes paid;

all other jurisdictions are aggregated.

Income taxes paid include withholding taxes that are the legal obligation of the Company and are creditable or final in the applicable jurisdictions.

Effective tax rate reconciliation

The principal reconciling items from income tax computed at the U.K.

statutory tax rate for the years ended December 31, 2024 and 2023 were as follows:

For the year ended December 31, 2024 For the year ended December 31, 2023

Tax computed at statutory rate of 25 % for 2024 and 23.5 % for 2023

The following table reconciles income tax expense (benefit) from continuing operations to the amount computed and the corresponding percentage of pre-tax income by applying the U.K.

statutory income tax rate to pre-tax income for the year ended December 31, 2025:

Amount Percentage of Pre-tax Income

Income tax at U.K.

statutory rate ( 25.0 %)

$ 30.8 25.0 %

Capital restructuring and dispositions

Foreign tax effects

United States reconciling items

US - state and local income taxes, net of federal income tax effect 2.9 2.4 %

US - rate differential 8.1 6.6 %

US - goodwill impairment 46.4 37.6 %

US - other reconciling items 6.6 5.4 %

Bulgaria reconciling items

Bulgaria - rate differential ( 4.6 ) ( 3.7 ) %

Bulgaria - other reconciling items 1.7 1.4 %

China reconciling items

China - rate differential ( 11.6 ) ( 9.4 ) %

China - R&D superdeduction ( 4.7 ) ( 3.8 ) %

China - withholding taxes 10.5 8.5 %

China - other reconciling items 3.3 2.7 %

Malta reconciling items

Malta - notional interest deduction

Malta - change in valuation allowance

( 14.2 ) ( 11.5 ) %

Valuation allowances ( 179,980 ) 278,486

Goodwill impairment

Malta - other reconciling items

( 2.1 ) ( 1.7 ) %

Foreign rate differential ( 13,144 ) ( 17,690 )

Withholding taxes not creditable 6,090 14,132

Research and development incentives ( 10,399 ) ( 9,023 )

state taxes, net of federal benefit ( 23,402 ) ( 8,740 )

Unrealized foreign currency exchange losses/(gains), net 2,306 1,395

Reserve for tax exposure ( 850 ) 1,117

Changes in tax laws or rates ( 2,602 ) ( 339 )

pension settlement

Nontaxable items and other 2,583 3,503

Provision for income taxes $ ( 140,314 ) $ 21,751

The principal reconciling items from income tax computed at the U.S.

statutory rate for the years ended December 31, 2024, 2023, and 2022 were as follows:

For the year ended December 31,

Mexico reconciling items

Mexico - other reconciling items

Netherlands reconciling items

Netherlands - change in valuation allowance 13.8 11.2 %

Netherlands - other reconciling items ( 0.5 ) ( 0.4 ) %

Switzerland reconciling items

Switzerland - rate differential

( 6.3 ) ( 5.1 ) %

Tax computed at statutory rate of 21% $ ( 2,486 ) $ 3,747 $ 83,307

Switzerland - other reconciling items

( 0.1 ) ( 0.1 ) %

Foreign tax effects of other jurisdictions

Other adjustments

( 3.6 ) ( 2.9 ) %

Change in unrecognized tax benefits ( 9.0 ) ( 7.3 ) %

Total income tax expense/effective tax rate $ 92.0 74.6 %

The following table reconciles income tax expense (benefit) from continuing operations to the amount computed by applying the U.K.

statutory income tax rate to pre-tax income under the previous format for the years ended December 31, 2024 and 2023 as follows:

For the year ended December 31, 2024 For the year ended December 31, 2023

Tax computed at statutory rate of 25 % for 2024 and 23.5 % for 2023

$ ( 3.0 ) $ 4.2

Capital restructuring and dispositions

2 unchanged sentences

Goodwill impairment

31,521 41,151 —

Foreign tax rate differential ( 13,617 ) ( 17,303 ) ( 44,327 )

Foreign rate differential ( 13.1 ) ( 17.7 )

Withholding taxes not creditable 6.1 14.1

4 unchanged sentences

Changes in tax laws or rates ( 2.6 ) ( 0.3 )

( 2,602 ) ( 339 ) 2,611

pension settlement

1 unchanged sentence

Provision for income taxes $ ( 140.3 ) $ 21.8

$ ( 140,314 ) $ 21,751 $ 86,017

Foreign tax rate differential

3 unchanged sentences

Certain of our subsidiaries are currently eligible, or have been eligible, for tax exemptions or reduced tax rates in their respective jurisdictions.

A subsidiary in Changzhou, China has been eligible for a reduced corporate income tax rate of 15 % through 2024.

The impact on current tax expense of the tax holidays and exemptions is included in the foreign tax rate differential disclosure, reconciling the statutory rate to our effective rate.

3 unchanged sentences

Such taxes are deducted if they cannot be credited against the recipient’s tax liability in its country of residence.

considered the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes.

We have also considered the withholding taxes associated with unremitted earnings and the recipient's ability to obtain a tax credit for such taxes.

Earnings are not considered to be indefinitely reinvested in certain jurisdictions in which they were earned.

7 unchanged sentences

Capital restructuring and dispositions

The increase in our effective tax rate for the year ended December 31, 2024, is primarily due to a strategy executed to secure the future deductibility of certain intellectual property rights.

For the year ended December 31, 2024, the increase is primarily due to a strategy executed to secure the future deductibility of certain intellectual property rights.

This unfavorable impact was partially offset by losses from the sale of the Insights business.

For the year ended December 31, 2023, the transfer of these intellectual property rights led to the recording of a deferred tax asset with a full valuation allowance.

Additionally, the increase in our effective tax rate for the year ended December 31, 2022, was due to the tax accounting impacts of the divestiture of the Qinex Business, partially offset by separate intangible property transfers.

Additionally, for the year ended December 31, 2023, the transfer of these intellectual property rights led to the recording of a deferred tax asset with a full valuation allowance.

Goodwill impairment

During the years ended December 31, 2024 and 2023, we incurred a non-cash impairment charge for goodwill that is nondeductible for tax purposes.

During the years ended December 31, 2025, 2024 and 2023, we incurred a non-cash impairment charge for goodwill that is generally nondeductible for tax purposes.

Deferred income tax assets and liabilities

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Unrealized exchange loss 3.8 3.8

Outside basis difference of subsidiaries

Total deferred tax assets 724.8 761.8

3 unchanged sentences

Intangible assets and goodwill ( 222.8 ) ( 240.1 )

Tax on undistributed earnings and outside basis differences of subsidiaries

Tax on undistributed earnings of subsidiaries

( 17.0 ) ( 36.6 )

4 unchanged sentences

Net deferred tax liability $ 50.3 $ 54.1

Included in the table above is $ 1.5 million of net deferred tax assets that are associated with assets currently held for sale.

As of December 31, 2024, approximately $ 1.5 million of net deferred tax assets were associated with assets held for sale.

Refer to Note 21:

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We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized.

our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets.

In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or some portion of the deferred tax assets.

Significant judgment is required in considering the relative impact of the negative and positive evidence, and weight given to each category of evidence is commensurate with the extent to which it can be objectively verified.

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The tax amortization of goodwill and indefinite-lived intangible assets will result in a taxable temporary difference, which will not reverse unless the related book goodwill or indefinite-lived intangible asset is impaired or written off.

This liability may not be used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period.

The total valuation allowance decreased $ 155.6 million in the year ended December 31, 2024 and increased $ 320.0 million in the year 2023.

This liability may not be

used to support deductible temporary differences, such as net operating loss carryforwards, which may expire within a definite period.

The total valuation allowance increased $ 2.0 million in the year ended December 31, 2025 and decreased $ 155.6 million in the year 2024.

During the year ended December 31, 2024, we executed a strategy to secure the future tax deductibility of certain intellectual property resulting in a $ 257.7 million reduction to the valuation allowance that was placed against this deferred tax asset in the year ended December 31, 2023.

As a result of changes in interest limitation rules in the Netherlands that became effective in 2021, we recorded a valuation allowance against our interest carryforwards in this jurisdiction in the year ended December 31, 2021.

Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2025 and 2024 have been allocated to income tax benefit recognized in the consolidated statements of operations.

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Our limited life state net operating losses will expire beginning in 2026.

As of December 31, 2024, we have suspended interest expense carryforwards of $ 213.6 million in the U.S., $ 300.8 million in the Netherlands, $ 0.0 million in France, and $ 159.1 million in the U.K., all of which have an unlimited life.

As of December 31, 2025, we have suspended interest expense carryforwards of $ 199.6 million in the U.S., $ 354.2 million in the Netherlands, and $ 137.8 million in the U.K., all of which have an unlimited life.

We also have net operating loss carryforwards in various foreign jurisdictions of $ 459.1 million, which will begin to expire in 2026.

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Statements of Operations Balance Sheets

For the year ended December 31, As of December 31,

For the year ended December 31,

As of December 31,

(In millions) 2025 2024 2023 2025 2024

1 unchanged sentence

Penalties $ 0.0 $ ( 0.1 ) $ 0.0 $ 0.4 $ 0.4

At December 31, 2024, we anticipate that the liability for unrecognized tax benefits could decrease by up to $ 5.7 million within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities.

The amount of unrecognized tax benefits as of December 31, 2025 that if recognized would impact our effective tax rate is $ 130.6 million.

Our major tax jurisdictions include Bulgaria, China, France, Germany, Japan, Malaysia, Malta, Mexico, the Netherlands, Switzerland, the U.K., and the U.S.

These jurisdictions generally remain open to examination by the relevant tax authority for the tax years 2008 through 2024.

On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum jurisdictional effective tax rate of 15%.

The legislation became effective for our fiscal year beginning January 1, 2024.

The Company has evaluated the impact of Pillar Two and continues to assess ongoing guidance.

Based on our analysis to date, it has not had a material impact on our 2024 consolidated financial statements and related disclosures.

However, we will continue to monitor developments and assess any future implications on our financial position and results of operations.

The Company is subject to income tax examinations by tax authorities in jurisdictions in which it operates.

In the United Kingdom, tax years 2022 through 2025 remain open to examination under HMRC's normal four-year assessment time limit measured from the end of the relevant accounting period (absent extended-period triggers).

Tax years in other significant jurisdictions remain open to examination as follows:

China and Switzerland (2023 through 2025), the Netherlands (2021 through 2025), and the United States (2022 through 2025).

state and local jurisdictions remain open for similar periods;

these jurisdictions are not individually material to the Company.

On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally establishes a minimum effective tax rate of 15% on a jurisdictional basis.

The Directive became effective for the Company for the fiscal years beginning on or after January 1, 2024.

The Company has evaluated the impact of the Pillar Two rules, including enacted legislation and administrative guidance in the jurisdictions in which it operates, and continues to monitor further developments.

Based on the Company’s analysis to date, the adoption of Pillar Two has not had a material impact on the Company’s consolidated financial statements or related disclosures for the years ended December 31, 2025 and 2024.

The Company will continue to assess the impact of Pillar Two as additional guidance is issued and as jurisdictions finalize or amend their implementing legislation.

In July 2025, the U.S.

enacted Public Law 119-21 (An Act to provide for reconciliation pursuant to title II of H.

14) (commonly referred to as the “One Big Beautiful Bill”).

The legislation includes multiple effective dates, with certain provisions retroactive to January 1, 2025, and others becoming effective through 2027.

The Company is continuing to evaluate the provisions of the legislation, including available elections, and the related impacts on its consolidated financial statements and disclosures.

While the Company does not expect the adoption of Public Law 119-21 to have a material adverse impact on its consolidated financial statements, the evaluation of certain provisions remains ongoing.

Indemnifications

1 unchanged sentence

Net Income/(Loss) 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.

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

For the years ended December 31, 2025, 2024, and 2023, the weighted-average ordinary shares outstanding used to calculate basic and diluted net income/(loss) per share were as follows:

For the year ended December 31,

(In thousands) 2024 2023 2022

(In millions)

2025 2024 2023

Basic weighted-average ordinary shares outstanding 146.5 150.4 152.1

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Diluted weighted-average ordinary shares outstanding 147.1 150.7 152.1

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/(loss) and net income/(loss) 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 income/(loss) per share or they related to equity awards that were contingently issuable for which the contingency had not been satisfied.

Refer to Note 4:

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For the year ended December 31,

(In thousands) 2024 2023 2022

(In millions)

2025 2024 2023

Anti-dilutive shares excluded 1.0 1.3 2.9

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The following table presents the changes in net goodwill by segment for the years ended December 31, 2025 and 2024.

Performance Sensing (3)

Sensing Solutions (3)

Other Non-segment

Automotive (1)

Industrials (1)

Aerospace, Defense, and Commercial Equipment (1)

Balance as of December 31, 2023 $ 1,728.5 $ 1,149.8 $ 664.5 $ 3,542.8

( 7.2 ) — ( 1.6 ) ( 8.8 )

Measurement period adjustments

— ( 38,494 ) — ( 38,494 )

Goodwill impairment charge (2)

5 unchanged sentences

Balance as of December 31, 2024 1,742.2 999.7 641.9 3,383.8

Assets held for sale

( 8,800 ) — — ( 8,800 )

Measurement period adjustments

Goodwill impairment charge (2)

1 unchanged sentence

Foreign currency translation effect

( 70 ) — — ( 70 )

Goodwill reallocation (2)

( 143,400 ) 143,400 — —

Balance as of December 31, 2025 $ 1,742.3 $ 774.0 $ 641.9 $ 3,158.2

__________________________

(1) In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $ 321.7 million non-cash impairment charge.

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

Refer to additional information under the heading Reporting Units below.

This product move resulted in a reallocation of $ 57.1 million of goodwill from the HVOR reporting unit to the Industrial Solutions reporting unit based on its fair value relative to the total fair value of the HVOR reporting unit.

Effective January 1, 2024, we moved certain aftermarket product lines from the Automotive and HVOR operating segments (in the Performance Sensing reportable segment) to the Sensing Solutions operating segment.

This change resulted in the reallocation of $ 122.0 million of goodwill from the Automotive reporting unit and $ 21.4 million of goodwill from the HVOR reporting unit to a new Aftermarket reporting unit based on a relative fair value allocation.

(3) There was no accumulated goodwill impairment related to the Performance Sensing reportable segment as of December 31, 2024, excluding the $ 321.7 million impairment of Insights, which is no longer part of the Performance Sensing reportable segment.

(1) Effective December 31, 2025, we reorganized our reporting units into new reportable segments.

Refer to Note 20:

Segment Reporting for additional information.

Accumulated goodwill impairment related to the Sensing Solutions reportable segment was $ 168.6 million as of December 31, 2024, and $ 18.5 million as of both December 31, 2023, and 2022.

There was no accumulated goodwill impairment related to either the Automotive or the Aerospace, Defense, and Commercial Equipment reportable segments as of December 31, 2025.

Accumulated goodwill impairment related to the Industrials reportable segment was $ 394.3 million, $ 168.6 million, and $ 18.5 million as of December 31, 2025, 2024, and 2023.

In the fourth quarter of 2023, we recorded a $ 321.7 million impairment charge in connection with our former Insights reporting unit which was not aggregated into a reportable segment.

(2) In the third quarters of 2025 and 2024, we determined that our Dynapower reporting unit was impaired and we recorded non-cash impairment charges of $ 225.7 million and $ 150.1 million, respectively.

Refer to additional information under the heading Reporting Units below.

Acquisitions and Divestitures

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Critical estimates in valuing purchased technology, customer relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets.

In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate amortization expense.

In addition, we estimate the economic lives of these identified intangible assets and these lives are used to calculate

amortization expense.

Goodwill has been included in our segments based on a methodology using anticipated future earnings of the components of business.

In July 2022, we sold the Qinex Business, which had previously been consolidated into the Industrial Solutions reporting unit.

Upon closing of the sale, we transferred approximately $ 70 million of assets (including allocated goodwill of $ 45 million) and $ 2 million of liabilities to the buyer.

Refer to Note 21:

Divestitures for additional information on this transaction.

We concluded that this sale did not impact our reportable or operating segment evaluations.

Reporting Units

In the third quarter of 2024, impairment indicators were identified that suggested the carrying value of the Dynapower reporting

unit could exceed its 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 unit.

In the third quarter of 2025, impairment indicators were identified that suggested the carrying value of the Dynapower reporting unit could exceed its fair values.

The primary indicators of impairment were a lower outlook within certain markets that the reporting unit operates in following recent tax legislation being enacted, and the strategic shift to focus on other markets.

This revised outlook led to downward revisions of forecasted future cash flows.

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

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If Dynapower does not achieve the forecasted cash flows, there is a possibility that additional impairments of the remaining $ 4.1 million of goodwill may be recognized in the future.

As of October 1, 2024, we had seven reporting units, Automotive, HVOR, Industrial Solutions, Aerospace, Clean Energy Solutions, Aftermarket and Dynapower.

During the second half of 2024, we reorganized our Sensing Solutions operating segment, which resulted in the realignment of our reporting units during Q4 2024.

As a result of this reorganization, our Clean Energy Solutions reporting unit, which includes high-voltage contactors, inverters, and battery management systems was combined with our existing Industrial Solutions reporting unit creating one reporting unit, Industrial Solutions.

As of October 1, 2025, we had six reporting units, Automotive, Commercial Equipment, Industrial Solutions, Aerospace, Aftermarket, and Dynapower.

There have been no subsequent changes to our reporting units as of December 31, 2025.

We evaluated our goodwill for impairment as of October 1, 2024, using a quantitative analysis for each reporting unit, under which a discounted cash flow analysis is prepared (and, when applicable, a market multiples approach using comparable companies) to determine whether the fair value of the reporting unit is less than its carrying value.

Based on these analyses, we have determined that as of October 1, 2024, the fair value of each of our reporting units exceeded their carrying values.

We evaluated our goodwill for impairment as of October 1, 2025, using a qualitative analysis.

A qualitative analysis is performed by evaluating events and circumstances that most affect the fair value of each reporting unit, including macroeconomic conditions, market conditions, industry trends, cost factors, financial performance, and other relevant qualitative factors.

The results of the qualitative analyses did not indicate a need to perform quantitative analysis, as we determined that it is more likely than not that the fair value of each of our reporting units exceeded their respective carrying values.

No events or circumstances occurred between October 1, 2025 and December 31, 2025 that would more likely than not reduce the fair values of the reporting units below their carrying amounts.

We consider a combination of quantitative and qualitative factors to determine whether a reporting unit is at risk of failing the goodwill impairment test, including:

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We evaluated our indefinite-lived intangible assets for impairment as of October 1, 2025 and 2024 using a qualitative analysis and no impairment was identified.

As of each of December 31, 2024, 2023, we have $ 59.1 million and $ 9.4 million for the Klixon ® and Airpax ® tradenames, respectively, on our consolidated balance sheets.

As of each of December 31, 2025 and 2024, we have $ 59.1 million and $ 9.4 million for the Klixon ® and Airpax ® tradenames, respectively, on our consolidated balance sheets.

Definite-Lived Intangible Assets

The following tables outline the components of definite-lived intangible assets as of December 31, 2025 and 2024:

As of As of December 31, 2024

As of December 31, 2025

Life (years) Gross

7 unchanged sentences

0 15.5 ( 15.5 ) — — —

Tradenames (1)(2)

14 96.8 ( 39.3 ) — — 57.5

1 unchanged sentence

Total 11 $ 2,946.2 $ ( 2,588.7 ) $ ( 14.6 ) $ 0.2 $ 343.1

__________________________

(1) During the year ended December 31, 2024, we sold the Insights Business, which included approximately $ 58.7 million, $ 184.3 million and $ 4.0 million of net assets for completed technologies, customer relationships, and tradenames, respectively.

(2) During the year ended December 31, 2024, we completed our exit of the Spear businesses triggering the acceleration of amortization totaling $ 7.1 million, $ 2.1 million and $ 0.5 million for completed technologies, customer relationships and

trademarks, respectively.

As of December 31, 2024

4 unchanged sentences

Completed technologies (1)(2)

11 $ 924.5 $ ( 767.3 ) $ ( 2.4 ) $ ( 0.1 ) $ 154.7

Customer relationships (1)(2)

2 unchanged sentences

Tradenames (1)(2)

15 99.9 ( 35.6 ) — — 64.3

Capitalized software and other 6 76.7 ( 69.1 ) — — 7.6

1 unchanged sentence

__________________________

(1) During the year ended December 31, 2023, we wrote-off approximately $ 4.0 million of fully-amortized customer relationships that were not in use.

The following table outlines amortization of definite-lived intangible assets for the years ended December 31, 2025, 2024, and 2023:

6 unchanged sentences

For the year ended December 31,

2025 $ 80,092

2026 $ 63,475

2027 $ 54,032

2028 $ 44,959

2029 $ 35,889

Accrued Expenses and Other Current Liabilities

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Impact on Financial Statements

The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2024, 2023, and 2022 was $ 12.5 million, $ 7.9 million, and $ 9.1 million, respectively.

The total net periodic benefit cost associated with our defined benefit and retiree healthcare plans for the years ended December 31, 2025, 2024, and 2023 was $ 16.0 million , $ 12.5 million, and $ 7.9 million, r espectively.

Components of net periodic benefit cost other than service cost are generally presented in other, net in the consolidated statements of operations.

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Actuarial loss/(gain)

( 0.5 ) ( 0.1 )

Curtailment loss

Benefits paid ( 4.8 ) ( 21.6 )

Divestiture ( 2.7 ) —

Foreign currency remeasurement 4.9 ( 7.8 )

10 unchanged sentences

Accumulated benefit obligation at end of year $ 67.6 $ 55.9

During 2025, the Company recorded a charge of $ 9.8 million primarily related to workforce reduction in Mexico.

Curtailment charges are included in other, net.

Assumptions and Investment Policies

2 unchanged sentences

Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare

assumed discount rate 4.65 % 5.35 % 4.85 % 4.85 %

assumed discount rate NA 4.90 % 4.65 % 5.35 %

assumed discount rate 6.25 % NA 5.22 % NA

average long-term pay progression 3.91 % NA 3.41 % NA

Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2024 and 2023 and 2022 are as follows:

Weighted-average assumptions used to calculate the net periodic benefit cost of our defined benefit and retiree healthcare benefit plans for the years ended December 31, 2025, 2024, and 2023 are as follows:

For the year ended December 31,

1 unchanged sentence

Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare Defined Benefit Retiree Healthcare

assumed discount rate 4.85 % 4.85 % 5.10 % 5.15 % 2.30 % 2.40 %

assumed discount rate NA 5.35 % 4.85 % 4.85 % 5.10 % 5.15 %

assumed discount rate 10.16 % NA 7.90 % NA 7.14 % NA

average long-term rate of return on plan assets NA NA 4.36 % NA 4.53 % NA

average long-term rate of return on plan assets NA NA NA NA 4.36 % NA

average long-term rate of return on plan assets 2.57 % NA 2.50 % NA 2.73 % NA

average long-term pay progression 4.96 % NA 5.06 % NA 4.96 % NA

As of December 31, 2024 and 2023, we held material assets for our defined benefit plans in the U.S.

Information about the assets for each of these plans is detailed below.

We hold material assets for our defined benefit plan in Japan.

Information about the assets for this plan is detailed below.

Refer to Note 18:

Fair Value Measures for additional information related to the levels of the fair value hierarchy in accordance with FASB ASC Topic 820.

The total fair value of our U.S.

plan assets as of December 31, 2024 and 2023 was $ 0.4 million and $ 10.0 million, respectively.

In the year ended December 31, 2024, the plan assets were comprised entirely of money market funds.

In the year ended December 31, 2023, the plan assets included $ 7.3 million of fixed income mutual funds and $ 2.7 million, of money market funds.

All fair value measures presented above are categorized in Level 1 of the fair value hierarchy.

Investments in mutual funds are based on the publicly-quoted final net asset values on the last business day of the year.

Permitted asset classes include U.S.

fixed income, cash, and cash equivalents.

Fixed income includes both investment grade and non-investment grade.

Permitted investment vehicles include mutual funds, individual securities, derivatives, and long-duration fixed income securities.

While investments in individual securities, derivatives, long-duration fixed income securities, cash, and cash equivalents are permitted, the plan did not hold these types of investments as of December 31, 2024 and 2023.

Prohibited investments include direct investments in real estate, commodities, unregistered securities, uncovered options, currency exchange contracts, and natural resources (such as timber, oil, and gas).

Japan plan assets

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4.0 % Senior Notes (1)

October 1, 2025 — 700,000

4.375 % Senior Notes

February 15, 2030 450,000 450,000

April 15, 2029 646.0 1,000.0

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 500.0 500.0

3.75 % Senior Notes

February 15, 2031 750.0 750.0

6.625 % Senior Notes

July 15, 2032 500.0 500.0

debt discount, net of premium 997 ( 1,568 )

debt premium, net of discount

deferred financing costs ( 17.9 ) ( 24.9 )

6 unchanged sentences

_______________________________

Fiscal year 2024 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.

(1) In November 2025, we purchased $ 354.0 million in aggregate principal amount of the 4.0 % Senior Notes that were validly tendered in a cash tender offer that we commenced in October 2025.

We paid $ 350.0 million in cash in the aggregate for such purchase.

Fiscal year 2025 transactions

On August 22, 2023, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc.

("STI"), Sensata Technologies Intermediate Holding B.V.

("STIHBV"), and Sensata Technologies B.V.

(“STBV”), entered into an amendment (the “Thirteenth Amendment”) to (i) the credit agreement governing our secured credit facility (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement"), and (ii) the Foreign Guaranty, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified prior to the Thirteenth Amendment).

Among other changes to the Credit Agreement, the Thirteenth Amendment, (i) released the Foreign Guarantors (excluding STBV) (the "Specified Foreign Guarantors") from all of their remaining obligations as guarantors and securing parties under the

Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions, and (ii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

The Specified Foreign Guarantors were released from their guaranty obligations with respect to the 5.625 % Senior Notes, the $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2025 (the " 5.0 % Senior Notes"), the $ 1.0 billion aggregate principal amount of 4.0 % senior notes due 2029 (the " 4.0 % Senior Notes"), the $ 500.0 million aggregate principal amount of 5.875 % senior notes due 2030 (the " 5.875 % Senior Notes"), the $ 450.0 million aggregate principal amount of 4.375 % senior notes due 2030 (the " 4.375 % Senior Notes"), and the $ 750 million aggregate principal amount of 3.75 % senior notes due 2031 (the " 3.75 % Senior Notes"), in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued (the "Senior Notes Indentures").

On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our Term Loan balance.

Accordingly, that portion of the principal balance outstanding on the Term Loan as of December 31, 2022 was presented as current portion of long-term debt.

On May 3, 2023, we prepaid $ 196.8 million of outstanding principal on the Term Loan, representing the remaining balance on the Term Loan as of that date plus $ 0.5 million in interest.

On December 18, 2023, we redeemed in full the $ 400.0 million aggregate principal amount outstanding on the 5.625 % Senior Notes in accordance with the terms of the indenture under which the 5.625 % Senior Notes were issued, at a redemption price of 100.0 % of the aggregate principal amount of the outstanding 5.625 % Senior Notes, plus a $ 4.0 million "make-whole" premium, plus accrued and unpaid interest to (but not including) the redemption date.

In September 2025, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc.

("STI"), Sensata Technologies Intermediate Holding B.V., and Sensata Technologies B.V.

(“STBV”), entered into an amendment (the “Fourteenth Amendment”) to our credit agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or otherwise modified, the “Credit Agreement”).

Among other changes to the Credit Agreement, the Fourteenth Amendment (i) reduced the total amount of the revolving credit facility commitments of the lenders from $ 750.0 million to $ 650.0 million, (ii) extended the maturity date of the revolving credit facility to September 24, 2030, and (iii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

In October 2025, STBV and STI, announced the commencement of a cash tender offer for up to $ 350.0 million of aggregate cash consideration payable for the 4.0 % Senior Notes, the 4.375 % Senior Notes due 2030 (the " 4.375 % Senior Notes"), and the 5.875 % Senior Notes due 2030 (the " 5.875 % Senior Notes").

In November 2025, we purchased $ 354.0 million in aggregate principal amount of the 4.0 % Senior Notes that were validly tendered in connection with that tender offer.

We paid $ 350.0 million in cash in the aggregate for such purchase.

We did not purchase any 4.375 % Senior Notes or 5.875 % Senior Notes in these tender offers.

Secured Credit Facility

The Credit Agreement provides for the Senior Secured Credit Facilities, consisting of the Term Loan, a revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances.

All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by certain of our subsidiaries and secured by substantially all present and future property and assets of STBV and its guarantor subsidiaries.

On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement as follows:

(i) increased the aggregate principal amount of the Revolving Credit Facility to $ 750.0 million;

(ii) extended the maturity date of the Revolving Credit Facility to June 23, 2027 (which could be accelerated to June 22, 2026 if, prior to June 22, 2026, the Term Loan is not refinanced with a maturity date that is on or after June 23, 2027);

(iii) released the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions;

(iv) replaced the LIBOR-based interest rates referenced by the Credit Agreement regarding revolving credit loans to (a) for revolving credit loans denominated in U.S.

dollars, an interest rate based on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York and (b) for revolving credit loans denominated in pounds sterling, an interest rate based on the Sterling Overnight Index Average ("SONIA");

and (v) certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement were modified to provide STI and its affiliates increased flexibility and permissions thereunder.

The Credit Agreement provides that, if our senior secured net leverage ratio exceeds a specified level, we are required to use a portion of our excess cash flow, as defined in the Credit Agreement, generated by operating, investing, or financing activities to prepay the outstanding borrowings under the Senior Secured Credit Facilities.

The Credit Agreement also requires mandatory prepayments of the outstanding borrowings under the Senior Secured Credit Facilities upon certain asset dispositions and casualty events, in each case subject to certain reinvestment rights, and the incurrence of certain indebtedness (excluding any permitted indebtedness).

These provisions were not triggered during the year ended December 31, 2024.

On February 6, 2023, we prepaid $ 250.0 million of outstanding principal on our Term Loan balance.

On May 3, 2023, the remaining amount outstanding on the Term Loan was prepaid.

Prior to prepayment, the principal amount of the Term Loan amortized in equal quarterly installments in an aggregate annual amount equal to 1.0 % of the aggregate principal amount of the Term Loan upon completion of the tenth amendment of the Credit Agreement entered into on September 20, 2019 with the balance due at maturity.

In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan, once repaid, may be reborrowed.

Revolving Credit Facility

In accordance with the terms of the Credit Agreement, borrowings under the Revolving Credit Facility may, at our option, be maintained from time to time as Base Rate loans, Term SOFR loans, or Daily Simple SONIA loans (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

The Credit Agreement provides for a senior secured credit facility, consisting of a revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances.

All obligations under the senior secured credit facility are unconditionally guaranteed by certain of our subsidiaries and secured by substantially all present and future property and assets of STBV and its guarantor subsidiaries.

In September 2025, we entered into the Fourteenth Amendment, which:

(i) reduced the total amount of the Revolving Credit Facility commitments of the lenders from $ 750.0 million to $ 650.0 million, (ii) extended the maturity date of the Revolving Credit Facility to September 24, 2030, and (iii) modified certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

Borrowings under the Revolving Credit Facility may, at our option, be maintained from time to time as Base Rate loans, Term SOFR loans, EURIBOR loans, or Daily Simple SONIA loans (each as defined in the Credit Agreement), with each representing a different determination of interest rates.

The interest rate margins and letter of credit fees under the Revolving Credit Facility are as follows (each depending on our senior secured net leverage ratio):

(i) the interest rate margin for Base Rate loans range from 0.00 % to 0.50 %;

(ii) the interest rate margin for Term SOFR and Daily Simple SONIA loans range from 1.00 % to 1.50 %;

(ii) the interest rate margins for Term SOFR, EURIBOR loans, and Daily Simple SONIA loans range from 1.00 % to 1.50 %;

and (iii) the letter of credit fees range from 0.875 % to 1.375 %.

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

Availability under the Revolving Credit Facility may be borrowed, repaid, and re-borrowed to fund our working capital needs and for other general corporate purposes.

Loans under the Revolving Credit Facility may be borrowed, repaid, and re-borrowed and may be used to fund our working capital needs and for other general corporate purposes.

We have various tranches of senior unsecured notes outstanding as of December 31, 2025.

Information regarding these senior notes and the 5.625 % Senior Notes, which were not outstanding as of December 31, 2024 (together, the "Senior Notes") is included in the following table.

The Senior Notes were issued under the Senior Notes Indentures among the issuers listed in the table below, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named in the respective Senior Notes Indentures.

5.0 % Senior Notes (1)

Information regarding these senior notes (together, the "Senior Notes") is included in the following table.

4.0 % Senior Notes (1)

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6.625 % Senior Notes (2)

Aggregate principal amount $ — $ 450,000 $ 750,000 $ 1,000,000 $ 500,000 $ 500,000

Aggregate outstanding principal amount

$ 646.0 $ 450.0 $ 500.0 $ 750.0 $ 500.0

Interest rate 4.000 % 4.375 % 5.875 % 3.750 % 6.625 %

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100.000 % 100.000 % 100.000 % 100.000 %

Issuer STBV STI STI STBV STBV STI

Issue date March 2015 September 2019 August 2020 Various (2)

August 2022 June 2024

Interest due April 1 February 15 February 15 April 15 September 1 January 15

Interest due October 1 August 15 August 15 October 15 March 1 July 15

Issuer STBV STI STBV STI STI

Issue date Various

September 2019 August 2022 August 2020 June 2024

Interest due April 15 February 15 September 1 February 15 January 15

Interest due October 15 August 15 March 1 August 15 July 15

__________________________

(1) On July 15, 2024, we redeemed in full the $ 700.0 million aggregate principal amount outstanding on our 5.0 % Senior Notes.

(1) In November 2025, we purchased $ 354.0 million in aggregate principal amount of the 4.0 % Senior Notes") that were validly tendered in a cash tender offer that we commenced in October 2025.

We paid $ 350.0 million in cash in the aggregate for such purchase.

On March 29, 2021, we issued $ 750.0 million of 4.0 % Senior Notes that were priced at 100.00 %.

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If changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments of any of the Senior Notes or the guarantees thereof, we may, at our option, redeem the relevant 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 described in the relevant Senior Notes Indenture), if any, then due and which will become due on the date of redemption.

Except as described below with respect to the 4.375 % Senior Notes, 3.75 % Senior Notes, the 4.0 % Senior Notes, and the 5.875 % Senior Notes, at any time, and from time to time, we may optionally redeem the Senior Notes, in whole or in part, at a price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, plus a "make-whole" premium set forth in the relevant Senior Notes Indenture.

Redemption - 4.0 % Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 4.375 % Senior Notes on or after November 15, 2029.

On or after April 15, 2024, STBV may optionally redeem the 4.0 % 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, up to but excluding the redemption date:

Period beginning April 15, Price

2024 102.000 %

2025 101.000 %

2026 and thereafter 100.000 %

accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60 % of the aggregate principal amount of the 4.0 % Senior Notes (including additional 4.0 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Redemption - 4.375 % Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 3.75 % Senior Notes on or after February 15, 2026.

On or after such date, we may optionally redeem the 3.75 % 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, up to but excluding the redemption date:

Period beginning February 15, Price

At any time, and from time to time, prior to November 15, 2029, STI may redeem the 4.375 % Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 4.375 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after such date, STI may optionally redeem the 4.375 % Senior Notes, in whole or in part, at a price equal to 100.000 of principal amount, plus accrued and unpaid interest, if any, up to but excluding the redemption date.

Redemption - 5.875 % Senior Notes

At any time on or after September 1, 2025, STBV may redeem the 5.875 % 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, up to but excluding the redemption date:

Period beginning September 1, Price

2025 102.398 %

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2027 and thereafter 100.000 %

In addition, at any time prior to September 1, 2025, STBV may redeem up to 40 % of the principal amount of the outstanding 5.875 % Senior Notes (including additional 5.875 % 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 105.875 %, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60 % of the aggregate principal amount of the 5.875 % Senior Notes (including additional 5.875 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Redemption - 3.75 % Senior Notes

The "make-whole" premium will not be payable with respect to any such redemption of the 4.0 % Senior Notes on or after April 15, 2024.

At any time, and from time to time, prior to February 15, 2026, STI may redeem the 3.75 % Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 3.75 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Period beginning April 15, Price

Period beginning February 15, Price

2026 101.875 %

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2028 and thereafter 100.000 %

In addition, at any time prior to April 15, 2024, STBV may redeem up to 40 % of the principal amount of the outstanding 4.0 % Senior Notes (including additional 4.0 % Senior Notes, if any, that may be issued after March 29, 2021) with the net cash proceeds of certain equity offerings at a redemption price (expressed as a percentage of principal amount) of 104.00 %, plus accrued and unpaid interest, if any, up to but excluding the redemption date, provided that at least 60 % of the aggregate principal amount of the 4.0 % Senior Notes (including additional 4.0 % Senior Notes, if any) remains outstanding immediately after each such redemption.

Redemption - 6.625 % Senior Notes

At any time, and from time to time, prior to September 1, 2025, STBV may redeem the 5.875 % Senior Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 5.875 % Senior Notes being redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Period beginning September 1, Price

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.

On or after such date, STI may optionally 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, up to but excluding the redemption date:

Period beginning July 15, Price

2027 103.313 %

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2029 and thereafter 100.000 %

The obligations of the issuers of the Senior Notes are guaranteed by STBV and all of its subsidiaries (excluding the company that is the issuer of the relevant Senior Notes) that guarantee the obligations of STI under the Credit Agreement (after giving

effect to the release of guarantees pursuant to the Eleventh Amendment and the Thirteenth Amendment discussed below).

On June 23, 2022, we entered into the Eleventh Amendment, which amended the Credit Agreement to, among other things, release the Foreign Guarantors (as defined in the Credit Agreement), excluding STBV, from their obligations to guarantee the obligations of STI and the other Loan Parties (as defined in the Credit Agreement) relating to the Revolving Credit Facility and certain related obligations, subject to an obligation to reinstate such guaranties under certain conditions.

On August 22, 2023, we entered into the Thirteenth Amendment, which amended the Credit Agreement to, among other things, release the Specified Foreign Guarantors from all of their remaining obligations as guarantors and securing parties under the Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions.

The Specified Foreign Guarantors were released from their guaranty obligations with respect to the 5.625 % Senior Notes, the 5.0 % Senior Notes, the 4.0 % Senior Notes, the 5.875 % Senior Notes, the 4.375 % Senior Notes, and the 3.75 % Senior Notes, in each case in accordance with the terms of the relevant indenture pursuant to which such senior notes were issued.

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.

The obligations of the issuers of the Senior Notes are guaranteed by STBV (other than with respect to the Senior Notes of which it is the issuer), STI (other than with respect to the Senior Notes of which it is the issuer) and all of STBV's other subsidiaries (excluding the company that is the issuer of the relevant Senior Notes) that guarantee the obligations of STI under the Credit Agreement (after giving effect to the release of guarantees pursuant to the Thirteenth Amendment discussed below).

In August 2023, we entered into an amendment to the Credit Agreement (the "Thirteenth Amendment"), to, among other things, release all of the non-U.S.

subsidiaries of STBV that had previously been guarantors and securing parties under the Credit Agreement from all of their remaining obligations as guarantors and securing parties under the Credit Agreement, subject to an obligation to reinstate the guarantees under certain conditions.

These subsidiaries were also released from their guaranty obligations with respect to the 4.0 % Senior Notes, the 5.875 % Senior Notes, the 4.375 % Senior Notes, and the 3.75 % Senior Notes, in each case in accordance with the terms of the relevant Senior Notes Indenture pursuant to which such senior notes were issued.

Events of Default

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As of December 31, 2025, STBV and all of its subsidiaries were subject to certain restrictive covenants under the Credit Agreement and the Senior Notes Indentures.

We entered into the Eleventh Amendment and Thirteenth Amendment to the Credit Agreement on June 23, 2022 and August 22, 2023, respectively.

We entered into the Thirteenth Amendment and Fourteenth Amendment to the Credit Agreement on August 22, 2023 and September 24, 2025, respectively.

These amendments each amended the Credit Agreement to, among other things, modify certain of the operational and restrictive covenants and other terms and conditions of the Credit Agreement to provide us increased flexibility and permissions thereunder.

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STBV has not designated any subsidiaries as unrestricted.

The net assets of STBV subject to these restrictions totaled $ 3.0 billion at December 31, 2024.

Credit Agreement

The Credit Agreement contains non-financial restrictive covenants (subject to important exceptions and qualifications set forth in the Credit Agreement) that limit our ability to, among other things:

• incur indebtedness or liens, prepay subordinated debt, or amend the terms of our subordinated debt;

• incur indebtedness or liens, prepay subordinated debt, or amend the terms of subordinated debt;

• make loans and investments (including acquisitions) or sell assets;

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• or enter into certain burdensome contractual obligations.

In addition, under the Credit Agreement, STBV and its subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0 :1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 20 % of the commitments under the Revolving Credit Facility.

In addition, under the Credit Agreement, STBV and its subsidiaries are required to maintain a senior secured net leverage ratio not to exceed 5.0 :1.0 at the conclusion of certain periods when outstanding loans and letters of credit that are not cash collateralized for the full face amount thereof exceed 30 % of the total commitments under the Revolving Credit Facility.

Senior Notes Indentures

The Senior Notes Indentures contain restrictive covenants (subject to important exceptions and qualifications set forth in the Senior Notes Indentures) that limit the ability of STBV and its subsidiaries to, among other things:

incur or guarantee indebtedness without guaranteeing the Senior Notes;

guarantee indebtedness without guaranteeing the Senior Notes;

engage in sale and leaseback transactions;

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STBV, however, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under the Credit Agreement.

Specifically, the Credit Agreement prohibits STBV from paying dividends or making distributions to its parent companies except for purposes that include, but are not limited to, the following:

• customary and reasonable operating expenses, legal and accounting fees and expenses, and overhead of such parent companies incurred in the ordinary course of business, provided that such amounts, in the aggregate, do not exceed $ 20.0 million in any fiscal year;

• dividends and other distributions in an aggregate amount not to exceed $ 200.0 million plus certain amounts, including the retained portion of excess cash flow, but only insofar as no default or event of default exists and the senior secured net leverage ratio is less than 2.0 :1.0 calculated on a pro forma basis;

• so long as no default or an event of default exists, dividends and other distributions in an aggregate amount not to exceed $ 50.0 million in any calendar year (with the unused portion in any year being carried over to succeeding years) plus unlimited additional amounts but only insofar as the senior secured net leverage ratio is less than 2.5 :1.0 calculated on a pro forma basis;

• other dividends and other distributions in an aggregate amount not to exceed $ 150.0 million, so long as no default or event of default exists.

The Senior Notes Indentures generally allow STBV to pay dividends and make other distributions to its parent companies.

Specifically, the Credit Agreement prohibits STBV from paying dividends or making distributions to its parent companies other than pursuant to exceptions that include, but are not limited to, the following:

• dividends and other distributions to pay customary and reasonable operating expenses and overhead fees and expenses (including legal and accounting fees and expenses) of such parent companies incurred in the ordinary course of business, provided that such amounts, in the aggregate in any fiscal year, do not exceed the greater of $ 20.0 million and 2.25 % of consolidated EBITDA (as defined in the Credit Agreement) of STBV and its subsidiaries for the trailing four quarters;

• so long as no default or an event of default exists, dividends and other distributions in an aggregate amount not to exceed $ 50.0 million in any calendar year (with the unused portion in any year being carried over to succeeding years) plus unlimited additional amounts but only insofar as the senior secured net leverage ratio does not exceed 2.5 :1.0 calculated on a pro forma basis;

• dividends and other distributions of the “Available Amount” as defined in the Credit Agreement, which includes the cumulative retained portion of excess cash flow during the term of the Credit Agreement, but only insofar as no default or event of default exists and the senior secured net leverage ratio is less than 3.0 :1.0 calculated on a pro forma basis;

• dividends and other distributions in an aggregate amount per year not exceeding 7.0 % of the trailing 30 -trading-day average market capitalization of Sensata plc, so long as no event of default exists at the time of the declaration of any such dividend or at the time of the making of any such other distribution;

• so long as no default or event of default exists, other dividends and other distributions in an aggregate amount not to exceed the greater of $ 150.0 million and 20.0 % of consolidated EBITDA (as defined in the Credit Agreement) of STBV and its subsidiaries for the trailing four quarters.

The Credit Agreement does not restrict STBV’s parent companies, including Sensata plc, from paying dividends or making other distributions to their shareholders from dividends paid or distributions made to them in compliance with the Credit Agreement.

The Senior Notes Indentures generally allow STBV to pay dividends and make other distributions to its parent companies and do not restrict STBV’s parent companies (including Sensata plc) from paying dividends or making other distributions to their shareholders.

Compliance with Financial Covenants

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Accounting for Debt Financing Transactions

In the year ended December 31, 2024, 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 $ 9.8 million, presented in other, net, which reflects the $ 7.0 million early redemption premium and $ 2.8 million related to the write-off of unamortized deferred financing costs and debt discounts.

In the year ended December 31, 2023, in connection with the early redemption of the 5.625 % Senior Notes, we recognized a loss of $ 4.6 million, which primarily reflects payment of $ 4.0 million for the "make-whole" premium, with the remaining loss representing the write-off of debt discounts and deferred financing costs.

In the year ended December 31, 2024.

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 consolidated balance sheets.

In connection with the early redemption of our previously outstanding 5.0 % Senior Notes due 2025 (the " 5.0 % Senior Notes"), we recognized a loss of $ 9.8 million, presented in other, net, which reflects the $ 7.0 million early redemption premium and $ 2.8 million related to the write-off of unamortized deferred financing costs and debt discounts.

In the year ended December 31, 2023, in connection with the early redemption of our previously outstanding 5.625 % Senior

Notes due 2024 (the " 5.0 % Senior Notes"), we recognized a loss of $ 4.6 million, which primarily reflects payment of $ 4.0 million for the "make-whole" premium, with the remaining loss representing the write-off of debt discounts and deferred financing costs.

In connection with the prepayment on the Term Loan, we recognized a loss of $ 0.9 million, representing the write-off of deferred financing costs.

These losses are presented in other, net.

In the year ended December 31, 2022, in connection with the entry into the Eleventh Amendment, we recognized $ 2.7 million of deferred financing costs, which are presented as a reduction of long-term debt on our consolidated balance sheets.

In connection with the issuance of the 5.875 % Senior Notes, we capitalized $ 6.1 million of deferred financing costs, which are

presented on the consolidated balance sheets as a reduction of long-term debt.

In connection with the redemption of the 4.875 % Senior Notes, we recognized a loss of $ 5.5 million, presented in other, net, related to the write-off of unamortized deferred financing costs and debt discounts.

Refer to Note 2:

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The aggregate principal amount of each tranche of our Senior Notes is due in full at its maturity date.

The Term Loan was paid in full on May 3, 2023.

Loans made pursuant to the Revolving Credit Facility must be repaid in full at its maturity date and can be repaid prior to then at par.

All letters of credit issued thereunder will terminate at the final maturity of the Revolving Credit Facility unless cash collateralized prior to such time.

In accordance with the terms of the Senior Secured Credit Facilities, no amount under the Term Loan, once repaid, may be reborrowed.

The following table presents the remaining mandatory principal repayments of long-term debt, excluding finance lease payments and discretionary repurchases of debt, in each of the years ended December 31, 2026 through 2030 and thereafter.

For the year ended December 31, Aggregate Maturities

2029 1,000,000

For the year ended December 31,

Aggregate Maturities

Thereafter 1,250.0

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There are no material pending litigation or claims outstanding as of December 31, 2025.

Cybersecurity Incident

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

The incident temporarily impacted our operations, but the incident did not have a material impact on the Company’s financial results and operations for the year ended 2025.

Shareholders' Equity

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The purchase of the 50 % non-controlling interest was accounted for as an equity transaction.

No gain or loss was recognized in the condensed consolidated statements of operations.

No gain or loss was recognized in the consolidated statements of operations.

The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted was recognized as a reduction of additional paid in capital recorded in equity.

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In addition, 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/(Loss) below.

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

Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board of Directors at any time, including with respect to the authorized amount under the programs.

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board of Directors at any time.

Under these programs, we may repurchase ordinary shares at such times and in amounts to be determined by our management, based on market conditions, legal requirements, and other corporate considerations, on the open market or in privately negotiated transactions, provided that such transactions were completed pursuant to an agreement and with a third party approved by our shareholders at the annual general meeting.

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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.

During the years ended December 31, 2023 and 2022, we repurchased approximately 1.5 million and 6.3 million ordinary shares, respectively, for $ 60.3 million and $ 292.3 million, respectively, (an average price of $ 40.80 and $ 46.08 per share, respectively), under the January 2022 Program.

During the year ended December 31, 2023, we repurchased approximately 1.5 million ordinary shares for $ 60.3 million (an average price of $ 40.80 per share), under the January 2022 Program.

On September 26, 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, effective on October 1, 2023.

Sensata’s shareholders had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.

Sensata’s shareholders had previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the

buyback program.

During the year ended December 31, 2025, we repurchased approximately 4.2 million ordinary shares under the September 2023 Program for $ 120.6 million (an average price of $ 28.47 per share).

During the year ended December 31, 2024, we repurchased approximately 1.9 million ordinary shares under the September 2023 Program for $ 68.9 million (an average price of $ 36.19 per share).

During the year ended December 31, 2023, we repurchased approximately 0.8 million ordinary shares under the September 2023 Program for $ 28.1 million (an average price of $ 33.83 per share).

As of December 31, 2025, approximately $ 282.4 million remained available under the September 2023 Program.

Accumulated Other Comprehensive Income/(Loss)

The components of accumulated other comprehensive income/(loss) for the years ended December 31, 2024, 2023, and 2022 were as follows:

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss for the years ended December 31, 2025, 2024, and 2023 were as follows:

Cash Flow Hedges Defined Benefit and Retiree Healthcare Plans Cumulative Translation Adjustment

Accumulated Other Comprehensive (Loss)/Income

Accumulated Other Comprehensive Loss

Balance as of December 31, 2022 $ 15.7 $ ( 31.9 ) $ — $ ( 16.3 )

16 unchanged sentences

$ 0.4 $ 0.9 $ 25.2 $ 26.6 $ ( 6.4 ) $ ( 0.1 ) $ ( 43.9 ) $ ( 50.4 ) $ 30.5 $ 2.0 $ 20.9 $ 53.5

Amounts reclassified from accumulated other comprehensive income/(loss) ( 19,052 ) 16,906 — ( 2,146 ) ( 28,642 ) 1,397 — ( 27,245 ) ( 39,123 ) 2,865 ( 36,258 )

Amounts reclassified from accumulated other comprehensive loss

8.0 0.5 — 8.5 ( 19.1 ) 16.9 — ( 2.1 ) ( 28.6 ) 1.4 — ( 27.2 )

Other comprehensive income/(loss)

$ 8.4 $ 1.4 $ 25.2 $ 35.1 $ ( 25.4 ) $ 16.8 $ ( 43.9 ) $ ( 52.5 ) $ 1.8 $ 3.4 $ 20.9 $ 26.2

The amounts reclassified from accumulated other comprehensive income/(loss) for the years ended December 31, 2024, 2023, and 2022 were as follows:

Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Income/(Loss)

For the year ended December 31, Affected Line in Consolidated Statements of Operations

The amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2025, 2024, and 2023 were as follows:

Amount of (Gain)/Loss Reclassified from Accumulated Other Comprehensive Loss

For the year ended December 31,

Affected Line in Consolidated Statements of Operations

2025 2024 2023

2 unchanged sentences

Foreign currency forward contracts 7.9 ( 23.4 ) ( 21.5 ) Cost of revenue (1)

Total, before taxes ( 25,676 ) ( 38,601 ) ( 52,726 ) Income before taxes

Total, before taxes 10.7 ( 25.7 ) ( 38.6 ) Income/(loss) before taxes

Income tax effect ( 2.7 ) 6.6 10.0 Provision for income taxes

Total, net of taxes $ ( 19,052 ) $ ( 28,642 ) $ ( 39,123 ) Net (loss)/income

Total, net of taxes $ 8.0 $ ( 19.1 ) $ ( 28.6 ) Net income/(loss)

Defined benefit and retiree healthcare plans $ — $ 0.7 $ 1.9 Other, net

Defined benefit and retiree healthcare plans 0.7 6.2 — Restructuring and other charges, net

Total, before taxes 6,933 1,942 3,844 Income before taxes

Total, before taxes 0.7 6.9 1.9 Income/(loss) before taxes

Income tax effect ( 0.2 ) 10.0 ( 0.5 ) Provision for income taxes

Total, net of taxes $ 16,906 $ 1,397 $ 2,865 Net (loss)/income

Total, net of taxes $ 0.5 $ 16.9 $ 1.4 Net income/(loss)

__________________________

(1) Refer to Note 19:

Derivative Instruments and Hedging Activities for additional information related to amounts to be

reclassified from accumulated other comprehensive income/(loss) in future periods.

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

The table below shows right-of-use asset and lease liability amounts and the financial statement line item in which those amounts are presented:

13 unchanged sentences

Current portion of long-term debt and finance lease obligations

$ 2,414 $ 2,276

Finance lease obligations, less current portion

20,984 22,949

Total finance lease liabilities $ 21.2 $ 23.4

13 unchanged sentences

__________________________

(a) For the year ended December 31, 2024, total operating lease cost includes accelerated right-of-use asset amortization of $ 20.3 million for specific operating leases that we are abandoning.

(a) For the year ended December 31, 2024, total operating lease cost includes accelerated right-of-use asset amortization of $ 20.3 million for specific operating leases that we had abandoned.

The table below presents the cash paid related to our operating and finance leases for the years ended December 31, 2025, 2024, and 2023:

5 unchanged sentences

The table below presents the weighted-average remaining lease term of our operating and finance leases (in years) as of December 31, 2025, 2024, and 2023:

2025 2024 2023

Operating leases 8.2 7.1 6.0

1 unchanged sentence

The table below presents our weighted-average discount rate as of December 31, 2025, 2024, and 2023:

2025 2024 2023

Operating leases 6.1 % 5.8 % 5.6 %

1 unchanged sentence

The table below presents a maturity analysis of the obligations related to our operating lease liabilities and finance lease liabilities in effect as of December 31, 2025:

Year ending December 31, Operating Leases Finance Leases

2025 $ 16,120 $ 4,213

2026 10,798 3,910

2027 7,897 3,971

Year ending December 31,

Operating Leases Finance Leases

2026 $ 15.7 $ 3.9

7 unchanged sentences

The levels of the fair value hierarchy are described below:

• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.

• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the

ability to access at the measurement date.

• Level 2 inputs utilize inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly.

8 unchanged sentences

Foreign currency forward contracts (Level 2)

19,110 28,871

Commodity forward contracts (Level 2)

14 unchanged sentences

Measured on a Nonrecurring Basis

In the third quarter of 2024, impairment indicators were identified that suggested the carrying values of the Dynapower reporting unit could exceed its fair value.

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.

In the third quarter of 2025, impairment indicators were identified that suggested the carrying value of the Dynapower reporting unit could exceed its fair value.

The primary indicators of impairment were a lower outlook within certain markets that the reporting unit operates in following recent tax legislation being enacted, and a strategic shift to focus on other markets.

This revised outlook led to downward revisions of forecasted future cash flows.

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

3 unchanged sentences

If Dynapower does not achieve the forecasted future cash flows, there is a possibility that additional impairments of the remaining $ 4.1 million of goodwill may be recognized in the future.

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.

We evaluated our goodwill for impairment as of October 1, 2024.

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

In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $ 321.7 million non-cash impairment charge.

Refer to Note 11:

Goodwill and Other Intangible Assets, Net for additional information.

Based on this analysis, which used the discounted cash flow method, and, when applicable, a market multiples approach using comparable companies, we determined that as of October 1, 2024, the fair value of each of our reporting units exceeded their carrying values.

As of December 31, 2025, no events or changes in circumstances occurred that would have triggered the need for an additional impairment review of goodwill or other indefinite-lived intangible assets.

In the fourth quarter of 2023, we determined that our Insights reporting unit was impaired and we recorded a $ 321.7 million non-cash impairment charge.

We evaluated our goodwill for impairment as of October 1, 2025 using a qualitative analysis that considered events and circumstances affecting the fair value of each reporting unit, including macroeconomic conditions, market conditions, industry trends, cost factors, financial performance, and other relevant qualitative factors.

The results did not indicate a need to perform quantitative analysis, as we determined that it is more likely than not that the fair value of each of our reporting units exceeded their respective carrying values.

Refer to Note 11:

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$ 500.0 $ 523.8 $ 500.0 $ 497.5

6.625 % Senior Notes

__________________________

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

15 unchanged sentences

For each of the years ended December 31, 2025, 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 December 31, 2024, we estimate that $ 3.8 million of net losses will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending December 31, 2024.

As of December 31, 2025, we estimate that $ 2.4 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending December 31, 2026.

As of December 31, 2025, we had the following outstanding foreign currency forward contracts:

4 unchanged sentences

(in millions) Effective Date(s) Maturity Date(s) Index (Exchange Rates) Weighted- Average Strike Rate Hedge Designation (1)

91.7 EUR December 19, 2024 January 31, 2025 EUR to USD 1.04 USD Not designated

423.0 CNY December 19, 2024 January 27, 2025 USD to CNY 7.17 CNY Not designated

60.3 USD Various from March 2024 to May 2024 Various from January 2026 to May 2026 USD to Chinese Renminbi ("CNY") 6.97 CNY Not designated

420.5 CNY Various September 2024 Various from January 2026 to May 2026 USD to CNY 6.77 CNY Not designated

238.2 USD Various from March 2024 to May 2024 Various from January 2025 to May 2026 USD to CNY 7.00 CNY Not designated

8,657.0 KRW Various from February 2024 to September 2024 Various from January 2026 to July 2026 USD to Korean Won ("KRW") 1,315.03 KRW Not designated

409.9 MXN December 19, 2024 January 31, 2025 USD to MXN 20.49 MXN Not designated

11.5 GBP December 19, 2024 January 31, 2025 GBP to USD 1.26 USD Not designated

__________________________

2 unchanged sentences

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

Commodity Risk

We enter into commodity forward contracts in order to limit our exposure to variability in raw material costs that is caused by movements in the price of underlying metals.

The terms of these forward contracts fix the price at a future date for various notional amounts associated with these commodities.

These instruments are not designated for hedge accounting treatment in accordance with FASB ASC Topic 815.

As of December 31, 2024, we had the following outstanding commodity forward contracts, none of which were designated for hedge accounting treatment in accordance with FASB ASC Topic 815:

Commodity Notional Remaining Contracted Periods Weighted-Average

Strike Price Per Unit

Silver 638,827 troy oz.

January 2025 to December 2026 $ 28.23

Copper 5,292,770 pounds January 2025 to December 2026 $ 4.17

Financial Instrument Presentation

2 unchanged sentences

Balance Sheet

Location As of December 31, Balance Sheet

Location As of December 31,

Balance Sheet

Location As of December 31,

2025 2024 2025 2024

13 unchanged sentences

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

Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive Income

Location of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income

Amount of Net Gain Reclassified from Accumulated Other Comprehensive Income/(Loss) into Net (Loss)/Income

For the year ended December 31, For the year ended December 31,

Derivatives designated as hedging instruments Amount of Deferred (Loss)/Gain Recognized in Other Comprehensive (Loss)/ Income

Location of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/ (Loss)

Amount of Net (Loss)/Gain Reclassified from Accumulated Other Comprehensive Loss into Net Income/(Loss)

For the year ended December 31,

2025 2024 2025 2024

1 unchanged sentence

Foreign currency forward contracts $ 37.1 $ ( 36.5 ) Cost of revenue $ ( 7.9 ) $ 23.4

Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net (Loss)/Income

Location of (Loss)/Gain Recognized in Net (Loss)/Income

Derivatives not designated as hedging instruments Amount of (Loss)/Gain Recognized in Net Income/Loss)

Location of (Loss)/Gain Recognized in Net Income/(Loss)

For the year ended December 31,

3 unchanged sentences

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 December 31, 2024, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 37.2 million, which includes $ 8.1 million of functionally terminated derivatives in a liability position.

As of December 31, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 18.2 million.

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

1 unchanged sentence

Segment Reporting

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

In the first quarter of 2024, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy.

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

Also, in the last quarter of 2025, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy.

Refer to Note 1:

Basis of Presentation for additional information.

This realignment added an "other" grouping that represents the aggregation of immaterial operating segments that do not meet the quantitative threshold for disclosure.

Prior to the realignment in the first quarter of 2024, the Performance Sensing reportable segment consisted 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 ("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, certain costs associated with our strategic growth trend initiatives, 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.

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

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

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

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

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

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 the segment sells 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 the reportable segments for the years ended December 31, 2024, 2023, and 2022.

The net revenue and segment operating income amounts previously reported in the table below for the years ended December 31, 2023 and 2022 have been retrospectively recast to reflect the segment realignment and move of the material handling products between operating segments as described above.

Significant expenses reviewed by the CODM are segment cost of revenue and segment operating expenses.

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

However, the measure should be considered in addition to, and not as a substitute for, or superior to, operating income or other measures of financial performance prepared with U.S.

The accounting policies of each of our operating and reportable segments are materially consistent with those described in Note 2:

Significant Accounting Policies .

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

Industrials primarily serves industrial customers through the development and 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, HVAC, material handling, charging infrastructure, renewable energy generation, and microgrid applications and

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

The following table presents net revenue, cost of 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 the reportable segments for the years ended December 31, 2025, 2024, and 2023.

The net revenue and segment operating income and corporate and other amounts previously reported in the table below for the years ended December 31, 2025, 2024, and 2023 have been retrospectively recast to reflect the segment realignments as described above.

For the year ended December 31,

2025 2024 2023

Performance Sensing (1)

Automotive (1)

$ 2,111.7 $ 2,195.5 $ 2,167.4

Sensing Solutions (1)

Industrials (1)

787.8 749.2 863.2

Aerospace, Defense, and Commercial Equipment (1)

805.0 860.2 876.1

— 127.9 147.5

Total net revenue $ 3,704.5 $ 3,932.8 $ 4,054.1

Segment and non-segment cost of revenue:

$ 1,456.2 $ 1,506.8 $ 1,480.9

469.3 454.0 528.3

Aerospace, Defense, and Commercial Equipment

524.0 549.0 542.5

Other — 72.8 90.2

Total segment and non-segment cost of revenue

$ 2,449.5 $ 2,582.6 $ 2,641.8

Segment and non-segment operating expenses (2) :

Performance Sensing

Automotive (1)

$ 154.8 $ 181.2 $ 175.9

Sensing Solutions

Industrials (1)

92.4 102.9 116.3

Aerospace, Defense, and Commercial Equipment (1)

69.5 84.6 93.7

Other — 27.1 49.8

Total segment and non-segment operating expenses $ 316.6 $ 395.8 $ 435.6

$ 2,916,013 $ 3,010,805 $ 2,977,607

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

Performance Sensing (1)

Automotive (1)

$ 500.8 $ 507.5 $ 510.7

Sensing Solutions (1)

Industrials (1)

226.0 192.3 218.6

Aerospace, Defense, and Commercial Equipment (1)

211.5 226.5 239.9

Total segment and non-segment operating income 938.4 954.4 976.7

1,016,751 1,043,278 1,051,655

Corporate and other (1)

( 344.1 ) ( 360.1 ) ( 245.0 )

Amortization of intangible assets ( 80.2 ) ( 145.7 ) ( 173.9 )

Goodwill impairment charge

( 225.7 ) ( 150.1 ) ( 321.7 )

Restructuring and other charges, net ( 50.8 ) ( 149.2 ) ( 54.5 )

1 unchanged sentence

Interest expense ( 149.1 ) ( 155.8 ) ( 182.2 )

( 155,793 ) ( 182,184 ) ( 195,565 )

Interest income 19.1 16.2 31.3

16,180 31,324 16,746

Other, net 15.8 ( 21.5 ) ( 13.0 )

Income before taxes $ ( 11,837 ) $ 17,842 $ 396,702

Income/(loss) before taxes

$ 123.3 $ ( 11.8 ) $ 17.8

___________________________________

(1) The amounts previously reported for the years ended December 31, 2024 and 2023 have been retrospectively recast to reflect the segment realignment as discussed in Note 1:

Basis of Presentation .

(2) Other segment expenses include cost of revenue, research and development, and selling, general and administrative expenses associated with each segment.

No customer exceeded 10% of our net revenue in any of the periods presented.

(2) Segment operating expenses include research, development, and engineering, and selling, general and administrative expenses associated with each segment.

The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the years ended December 31, 2025, 2024, and 2023:

2 unchanged sentences

Depreciation and amortization:

Performance Sensing $ 94,558 $ 98,828 $ 95,805

Sensing Solutions 16,152 16,534 16,449

$ 88.6 $ 80.0 $ 82.3

12.8 11.5 13.5

Aerospace, Defense, and Commercial Equipment

17.8 18.1 18.6

Corporate and other (1)

9 unchanged sentences

Additions to property, plant and equipment and capitalized software:

Performance Sensing $ 113,391 $ 131,864 $ 110,101

Sensing Solutions 19,004 20,656 19,256

$ 93.9 $ 113.2 $ 129.8

14.5 16.4 18.1

Aerospace, Defense, and Commercial Equipment

Corporate and other 18.9 26.2 33.1

37 unchanged sentences

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.

For the year ended December 31, 2024, we recognized a loss on sale of approximately $ 98.8 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.

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 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.

Upon Closing, we recognized a liability of $ 8.4 million related to this obligation.

As of December 31, 2024 the remaining balance of this liability was $ 7.3 million, included in accrued expenses and other current liabilities, and other long-term liabilities on our condensed consolidated balance sheets.

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

For the year ended December 31, 2024 and 2023 the Insights Business was included in Other.

4 unchanged sentences

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

As of December 31, 2024, the assets and liabilities to be sold include net assets of $ 20.6 million included in prepaid expenses and other current assets, $ 15.6 million included in other assets, and $ 8.5 million of liabilities included in accrued expenses and other current liabilities on our Consolidated Balance Sheets.

We expect to complete the disposition of the MSP Business during the first half of 2025.

Qinex Business

On May 27, 2022, we executed an asset purchase agreement whereby we agreed to sell various assets and liabilities comprising our semiconductor test and thermal business (collectively, the "Qinex Business") to LTI Holdings, Inc.

in exchange for consideration of approximately $ 219.0 million, subject to working capital and other adjustments.

In the twelve months ended December 31, 2022, we recognized a pre-tax gain of approximately $ 135.1 million and transaction-related charges of approximately $ 8.2 million related to this transaction.

The gain on sale and transaction-related charges are each presented in restructuring and other charges, net in our consolidated statements of operations for the year ended December 31, 2022.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

SENSATA TECHNOLOGIES HOLDING PLC

(Parent Company Only)

Balance Sheets

(In thousands)

As of December 31,

Current assets:

Cash and cash equivalents $ 316 $ 328

Accounts receivable from subsidiaries

16,729 11,394

Notes receivable from subsidiaries

Prepaid expenses and other current assets 1,174 1,797

Total current assets 18,219 148,522

Deferred income tax assets 317 343

Investment in subsidiaries 3,030,899 2,971,636

Total assets $ 3,049,435 $ 3,120,501

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable $ 437 $ 694

Accounts payable to subsidiaries

Notes payable to subsidiaries

Intercompany interest payable

Accrued expenses and other current liabilities 3,658 2,376

Total current liabilities 49,393 11,627

Long-term intercompany debt

109,599 112,598

Total liabilities 158,992 124,225

Total shareholders’ equity 2,890,443 2,996,276

Total liabilities and shareholders’ equity $ 3,049,435 $ 3,120,501

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

SENSATA TECHNOLOGIES HOLDING PLC

(Parent Company Only)

Statements of Comprehensive Income

(In thousands)

For the year ended December 31,

2024 2023 2022

Net revenue $ — $ — $ —

Operating costs and expenses

26,554 14,709 15,489

Loss from operations ( 26,554 ) ( 14,709 ) ( 15,489 )

Intercompany dividend income — — 400,000

Intercompany interest income/(expense), net ( 671 ) 6,537 140

Other intercompany, net ( 35 ) ( 14 ) 859

Other, net 3,063 ( 3,683 ) 141

Net (loss)/income before income taxes and equity in net income of subsidiaries

( 24,197 ) ( 11,869 ) 385,651

Benefit from income taxes

5,674 2,473 2,738

Net (loss)/income before equity in net income of subsidiaries

( 18,523 ) ( 9,396 ) 388,389

Equity in net income/(loss) of subsidiaries, net of tax 147,000 5,487 ( 77,704 )

Net (loss)/income

128,477 ( 3,909 ) 310,685

Subsidiaries' other comprehensive income

( 52,505 ) 26,226 3,296

Comprehensive income $ 75,972 $ 22,317 $ 313,981

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

SENSATA TECHNOLOGIES HOLDING PLC

(Parent Company Only)

Statements of Cash Flows

(In thousands)

For the year ended December 31,

2024 2023 2022

Net cash used in operating activities $ ( 20,103 ) $ ( 15,510 ) $ ( 9,455 )

Cash flows from investing activities:

Intercompany loans — 112,598 —

Cash dividends received from subsidiary

Net cash provided by/(used in) investing activities — 112,598 400,000

Cash flows from financing activities:

Proceeds from exercise of stock options and issuance of ordinary shares 4,605 5,346 22,803

Proceeds from/(payments on) intercompany borrowings

168,248 68,888 ( 62,108 )

Dividends paid ( 72,210 ) ( 71,543 ) ( 51,072 )

Payments to repurchase ordinary shares ( 68,891 ) ( 88,398 ) ( 292,274 )

Payments of employee restricted stock tax withholdings ( 11,661 ) ( 12,280 ) ( 8,525 )

Net cash (used in)/provided by financing activities 20,091 ( 97,987 ) ( 391,176 )

Net change in cash and cash equivalents ( 12 ) ( 899 ) ( 631 )

Cash and cash equivalents, beginning of year 328 1,227 1,858

Cash and cash equivalents, end of year $ 316 $ 328 $ 1,227

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

Basis of Presentation and Description of Business

Sensata Technologies Holding plc (Parent Company)—Schedule I—Condensed Financial Information of Sensata Technologies Holding plc ("Sensata plc"), included in this Annual Report on Form 10-K (this "Report"), provides all parent company information that is required to be presented in accordance with the U.S.

Securities and Exchange Commission ("SEC") rules and regulations for financial statement schedules.

The accompanying condensed financial statements have been prepared in accordance with the reduced disclosure requirements permitted by the SEC.

These condensed financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Sensata plc and subsidiaries (the "Consolidated Financial Statements"), which are included elsewhere in this Report.

Investments in subsidiaries are accounted for using the equity method of accounting.

The income and losses attributable to subsidiaries is reported on a net basis as equity income in earnings of subsidiaries.

dollar amounts presented except per share amounts are stated in thousands, unless otherwise indicated.

Sensata plc conducts limited separate operations and acts primarily as a holding company.

Sensata plc has no direct outstanding debt obligations.

However, Sensata Technologies B.V., an indirect, wholly-owned subsidiary of Sensata plc, is limited in its ability to pay dividends or otherwise make distributions to its immediate parent company and, ultimately, to Sensata plc, under its Senior Secured Credit Facilities and the indentures governing its senior notes.

For a discussion of the debt obligations of the subsidiaries of Sensata plc, refer to Note 14:

Debt of the Consolidated Financial Statements included elsewhere in this Report.

Commitments and Contingencies

For a discussion of the commitments and contingencies of the subsidiaries of Sensata plc, refer to Note 15:

Commitments and Contingencies of the Consolidated Financial Statements included elsewhere in this Report.

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

Subsequent Events

In February 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act.

We have incurred, and passed through to customers, approximately $ 40.8 million of tariffs during the year ended December 31, 2025.

The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.

FINANCIAL STATEMENT SCHEDULE

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

(In millions)

Balance at the

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Item 8. Financial Statements and Supplementary Data