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Item 1. Financial Statements

2026-04-28 compared with 2025-11-03 · 221 added, 351 removed, 359 unchanged (61% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

September 30,

(In millions, except per share amounts)

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 635.1 $ 573.0

Accounts receivable, net of allowances of $ 19,228 and $ 20,524 as of September 30, 2025 and December 31, 2024, respectively

724,998 660,180

Accounts receivable, net of allowances of $ 16.9 and $ 16.2 as of March 31, 2026 and December 31, 2025, respectively

Inventories 605.8 617.8

3 unchanged sentences

Goodwill 3,158.2 3,158.2

Other intangible assets, net of accumulated amortization of $ 2,569,868 and $ 2,561,335 as of September 30, 2025 and December 31, 2024, respectively

430,137 492,878

Other intangible assets, net of accumulated amortization of $ 2,604.4 and $ 2,588.7 as of March 31, 2026 and December 31, 2025, respectively

Deferred income tax assets 271.8 277.2

16 unchanged sentences

Shareholders’ equity:

Ordinary shares, € 0.01 nominal value per share, 177,069 shares authorized, and 176,907 and 176,541 shares issued as of September 30, 2025 and December 31, 2024, respectively

Treasury shares, at cost, 31,230 and 26,994 shares as of September 30, 2025 and December 31, 2024, respectively

Ordinary shares, € 0.01 nominal value per share, 177.0 shares issued as of March 31, 2026 and December 31, 2025

Treasury shares, at cost, 31.9 and 31.2 shares as of March 31, 2026 and December 31, 2025, respectively

( 1,427.8 ) ( 1,402.7 )

1 unchanged sentence

Retained earnings 2,363.7 2,295.6

Accumulated other comprehensive loss ( 23,451 ) ( 42,543 )

Accumulated other comprehensive income/(loss) 13.0 ( 7.4 )

Total shareholders' equity 2,855.5 2,785.4

3 unchanged sentences

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(In millions, except per share amounts)

For the three months ended

March 31, 2026 March 31, 2025

Net revenue $ 934.8 $ 911.3

4 unchanged sentences

Amortization of intangible assets 15.7 20.6

Goodwill impairment charge 225,700 150,100 225,700 150,100

Restructuring and other charges, net 3.7 7.0

Total operating costs and expenses 793.2 789.1

Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512

Operating income 141.6 122.2

Interest expense ( 34.1 ) ( 38.0 )

1 unchanged sentence

Other, net 4.1 2.1

(Loss)/income before taxes ( 148,427 ) ( 244,606 ) 47,994 ( 47,032 )

Provision for/(benefit from) income taxes 14,096 ( 219,572 ) 79,930 ( 169,722 )

Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690

Basic net (loss)/income per share $ ( 1.12 ) $ ( 0.17 ) $ ( 0.22 ) $ 0.81

Diluted net (loss)/income per share $ ( 1.12 ) $ ( 0.17 ) $ ( 0.22 ) $ 0.81

Income before taxes 115.5 90.6

Provision for income taxes 28.4 20.7

Net income $ 87.1 $ 69.9

Basic net income per share $ 0.60 $ 0.47

Diluted net income per share $ 0.59 $ 0.47

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

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive (Loss)/Income

(In thousands)

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net (loss)/income $ ( 162,523 ) $ ( 25,034 ) $ ( 31,936 ) $ 122,690

Condensed Consolidated Statements of Comprehensive Income

(In millions)

For the three months ended

March 31, 2026 March 31, 2025

Net income $ 87.1 $ 69.9

Other comprehensive income/(loss), net of tax:

2 unchanged sentences

Currency translation adjustment

3,511 30,176 17,188 11,557

Other comprehensive income/(loss) 20.5 ( 0.1 )

Comprehensive (loss)/income $ ( 150,813 ) $ ( 9,615 ) $ ( 12,844 ) $ 114,399

Comprehensive income $ 107.6 $ 69.8

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands)

For the nine months ended

September 30, 2025 September 30, 2024

(In millions)

For the three months ended

March 31, 2026 March 31, 2025

Cash flows from operating activities:

Net (loss)/income $ ( 31,936 ) $ 122,690

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

Net income $ 87.1 $ 69.9

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 34.0 41.0

Amortization of debt issuance costs 1.1 1.2

Goodwill impairment charge 225,700 150,100

Loss on sale of business

10,202 110,111

Share-based compensation 6.8 6.9

Loss on debt financing — 9,235

Amortization of intangible assets 15.7 20.6

1 unchanged sentence

Loss on equity investments, net

Other non-cash loss/(gain), net 29,451 ( 991 )

Acquisition-related compensation payments — ( 5,232 )

Other non-cash loss, net 1.8 5.2

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

1 unchanged sentence

Inventories 13.0 ( 48.0 )

Prepaid expenses and other current assets ( 20,193 ) ( 27,144 )

Prepaid expenses and other

( 4.1 ) ( 8.1 )

Accounts payable and accrued expenses ( 8.2 ) 64.8

Income taxes payable ( 0.5 ) 2.6

Other 1,936 6,135

Net cash provided by operating activities 122.5 119.2

3 unchanged sentences

Other 1.4 0.1

Net cash (used in)/provided by investing activities ( 44,362 ) 15,234

Net cash used in investing activities ( 16.5 ) ( 6.9 )

Cash flows from financing activities:

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

Payment of employee restricted stock tax withholdings ( 1.6 ) ( 0.1 )

Proceeds from borrowings on debt — 500,000

Payments on debt ( 0.4 ) ( 0.7 )

1 unchanged sentence

Payments to repurchase ordinary shares ( 25.1 ) ( 100.5 )

Purchase of noncontrolling interest in joint venture — ( 79,393 )

Payments of debt financing costs ( 0.1 ) —

7 unchanged sentences

Condensed Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(In millions)

Ordinary Shares Treasury Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss)/ Income Total Shareholders' Equity

Number Amount Number Amount

Balance as of June 30, 2025

176,868 $ 2,260 ( 31,230 ) $ ( 1,402,651 ) $ 1,883,944 $ 2,431,819 $ ( 35,161 ) $ 2,880,211

Surrender of shares for tax withholding — — ( 22 ) ( 655 ) — — — ( 655 )

Vesting of restricted securities 61 1 — — — ( 1 ) — —

Cash dividends paid — — — — — ( 17,481 ) — ( 17,481 )

Retirement of ordinary shares ( 22 ) 0 22 655 — ( 655 ) — —

Share-based compensation — — — — 7,245 — — 7,245

Net loss — — — — — ( 162,523 ) — ( 162,523 )

Other comprehensive income — — — — — — 11,710 11,710

Balance as of September 30, 2025

176,907 $ 2,261 ( 31,230 ) $ ( 1,402,651 ) $ 1,891,189 $ 2,251,159 $ ( 23,451 ) $ 2,718,507

Balance as of December 31, 2025

6 unchanged sentences

Share-based compensation — — — — 6.8 — — 6.8

Net loss — — — — — ( 31,936 ) — ( 31,936 )

Other comprehensive income — — — — — — 19,092 19,092

Balance as of September 30, 2025

176,907 $ 2,261 ( 31,230 ) $ ( 1,402,651 ) $ 1,891,189 $ 2,251,159 $ ( 23,451 ) $ 2,718,507

Balance as of June 30, 2024

176,321 $ 2,254 ( 25,365 ) $ ( 1,223,212 ) $ 1,846,062 $ 2,400,196 $ ( 13,748 ) $ 3,011,552

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

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

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

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

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

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

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

Net income — — — — — 87.1 — 87.1

Other comprehensive income — — — — — — 20.5 20.5

Balance as of September 30, 2024

Balance as of March 31, 2026

177.0 $ 2.3 ( 31.9 ) $ ( 1,427.8 ) $ 1,904.4 $ 2,363.7 $ 13.0 $ 2,855.5

2 unchanged sentences

Surrender of shares for tax withholding — — (0.0) ( 0.1 ) — — — ( 0.1 )

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

Vesting of restricted securities 0.0 0.0 — — — (0.0) — —

3 unchanged sentences

Share-based compensation — — — — 6.9 — — 6.9

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

Net income — — — — — 69.9 — 69.9

Other comprehensive loss — — — — — — ( 0.1 ) ( 0.1 )

Balance as of September 30, 2024

Balance as of March 31, 2025

176.5 $ 2.3 ( 30.5 ) $ ( 1,382.6 ) $ 1,879.4 $ 2,392.2 $ ( 42.7 ) $ 2,848.6

3 unchanged sentences

Basis of Presentation

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

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

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

4 unchanged sentences

Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Annual Report").

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

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

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

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.

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

1 unchanged sentence

Segment Reporting for additional information.

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

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

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

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

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

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

New Accounting Standards

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.

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

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

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

In November 2024, the FASB issued ASU No.

6 unchanged sentences

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

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 date 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 annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company believes that the adoption of ASU No.

2025-05 will not have a material impact on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No.

1 unchanged sentence

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.

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.

3 unchanged sentences

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

The following table presents net revenue disaggregated by end market for the three and nine months ended September 30, 2025 and 2024:

For the three months ended September 30, 2025 For the three months ended September 30, 2024

PS SS Other Total PS SS Other Total

Automotive $ 503,694 $ 32,670 $ — $ 536,364 $ 496,707 $ 34,319 $ — $ 531,026

HVOR 153,242 4,830 — 158,072 162,943 6,213 — 169,156

Industrial — 130,767 — 130,767 — 143,622 — 143,622

HVAC — 55,595 — 55,595 — 40,135 — 40,135

Aerospace — 51,180 — 51,180 — 50,097 — 50,097

Other — — — — — — 48,794 48,794

Total $ 656,936 $ 275,042 $ — $ 931,978 $ 659,650 $ 274,386 $ 48,794 $ 982,830

For the nine months ended September 30, 2025 For the nine months ended September 30, 2024

PS SS Other Total PS SS Other Total

Automotive $ 1,500,190 $ 94,918 $ — $ 1,595,108 $ 1,570,489 $ 99,116 $ — $ 1,669,605

HVOR 459,387 17,233 — 476,620 526,400 20,601 — 547,001

Industrial — 371,255 — 371,255 — 419,512 — 419,512

HVAC — 197,376 — 197,376 — 119,446 — 119,446

Aerospace — 146,258 — 146,258 — 141,621 — 141,621

Other — — — — — — 127,889 127,889

Total $ 1,959,577 $ 827,040 $ — $ 2,786,617 $ 2,096,889 $ 800,296 $ 127,889 $ 3,025,074

We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods.

The majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time.

Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials.

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

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

Refer to Note 15:

Segment Reporting for additional information.

Share-Based Payment Plans

The following table presents the components of non-cash compensation expense related to our equity awards for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Stock options $ — $ — $ — $ 569

The following table presents the components of non-cash compensation expense related to our equity awards for the three months ended March 31, 2026 and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Restricted securities

7,245 15,449 18,612 26,824

Share-based compensation expense $ 6.8 $ 6.9

____________________________________

(1) In the three and nine months ended September 30, 2024, $ 5.8 million was related to the accelerated vesting of restricted securities associated with the sale of the various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business").

Equity Awards

We granted the following restricted stock units ("RSUs" and each, an "RSU") and performance-based restricted stock units ("PRSUs" and each, a "PRSU") during the nine months ended September 30, 2025:

Awards Granted To:

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

Directors, various executives, and employees

Various executives and employees RSU (2)

Various executives and employees PRSU (3)

Various executives and employees PRSU (4)

____________________________________

(1) These awards cliff vest up to one year from the grant date (various dates between January 2026 and June 2026).

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

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

(3) These PRSUs vest on various dates between April 2028 and September 2028.

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

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

The number of units that ultimately vest (various dates between April 2028 and September 2028) will be from 0 % to 150 %, depending on achievement of these performance criteria.

Total grant date value of these PRSUs is approximately $ 6.7 million and was valued using the Monte Carlo method.

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 restructur ing costs are excluded from segment results.

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

We expect to settle these charges with cash on hand.

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

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

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

Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of between $ 16.6 million and $ 17.0 million, primarily related to reductions-in-force.

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

Over the life of the 2H 2024 Plan, we expect to incur restructuring charges of approxima tely $ 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.

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

The Q3 2023 Plan, consisting of voluntary and involuntary reductions-in-force, site closures, and other cost-savings initiatives, was

commenced to adjust our cost structure and business activities.

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

Over the life of the Q3 2023 Plan, we expect to incur restructuring charges of between $ 27.8 million and $ 28.3 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.

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.

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.

Spear Power Systems

In September 2024, we made the decision to exit the aerospace and defense business (the "Spear Aerospace Business") of Spear Power Systems (“Spear”).

We entered into an agreement wherein a third party assumed control of a majority of the remaining Spear assets that closed in October 2024.

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

Exiting Spear resulted in charges in the three and nine months ended September 30, 2024 of $ 25.6 million and $ 24.7 million, respectively.

The following table presents the components of restructuring and other charges, net for the three and nine months ended September 30, 2025, and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table presents the components of restructuring and other charges, net for the three months ended March 31, 2026, and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Transformation Plan

2H 2024 Plan, net

$ 1,118 $ — $ 4,879 $ —

Q3 2023 Plan, net

1,098 13 3,900 308

Other restructuring and other charges, net

1 unchanged sentence

( 0.1 ) ( 0.1 )

Loss on sale of business and related costs (1)

11,489 112,854 16,398 112,854

Acquisition-related compensation arrangements (2)

— 118 — 2,028

Transaction related charges

Facility and other charge

3,990 24,415 4,928 24,028

Restructuring and other charges, net $ 3.7 $ 7.0

__________________________

(1) See Note 16:

Disposals for additional information on the sale of the Insights Business and the Magnetic Speed and Positioning Business.

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

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

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

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

The following table presents a rollforward of our severance liability, which is primarily related to the 2H 2024 Plan, for the nine months ended September 30, 2025:

The following table presents a rollforward of our severance liability, which is primarily related to the Transformation Plan, for the three months ended March 31, 2026:

Balance as of December 31, 2025

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Foreign currency remeasurement —

Balance as of September 30, 2025

The severance liability as of September 30, 2025 and December 31, 2024 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

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

Of the costs recognized for the three and nine months ended September 30, 2024, $ 27.3 million and

$ 40.5 million, respectively, were included within cost of revenue, with the remainder included within restructuring and other charges, net.

The following table presents the components of other, net for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Currency remeasurement (loss)/gain on net monetary assets $ ( 2,179 ) $ ( 1,310 ) $ ( 2,239 ) $ 3,119

Gain/(loss) on foreign currency forward contracts 1,349 ( 3,851 ) ( 2,746 ) ( 5,008 )

Balance as of March 31, 2026

The severance liability as of March 31, 2026 and December 31, 2025 was entirely recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

The following table presents the components of other, net for the three months ended March 31, 2026 and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Currency remeasurement gain/(loss) on net monetary assets $ 0.0 $ ( 0.5 )

Loss on foreign currency forward contracts ( 0.0 ) ( 1.6 )

Gain on commodity forward contracts 4.6 4.4

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

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

798 1,142 1,825 ( 13,164 )

Net periodic benefit cost, excluding service cost ( 0.9 ) ( 0.5 )

1 unchanged sentence

Other, net $ 4.1 $ 2.1

___________________________________

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

Refer to Note 13:

Fair Value Measures for additional information.

The following table presents the provision for/(benefit from) income taxes for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Provision for/(benefit from) income taxes $ 14,096 $ ( 219,572 ) $ 79,930 $ ( 169,722 )

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

The following table presents the provision for income taxes for the three months ended March 31, 2026 and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Provision for income taxes $ 28.4 $ 20.7

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

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

During the third quarter of both 2025 and 2024, our provision for income taxes was unfavorably impacted by the impairment of nondeductible goodwill.

During the third quarter of 2024, our benefit from income taxes included a deferred tax benefit of approximately $ 257.7 million due to a tax strategy to secure the future tax deductibility of certain intellectual property which had a valuation allowance against it at December 31, 2023, offset by a $ 12.8 million tax expense on the sale of the Insights Business and a $ 11.1 million tax expense on the settlement of the U.S.

qualified pension plan.

In July 2025, the U.S.

enacted the One Big Beautiful Bill Act, which introduced significant changes to the federal tax code such as the permanent extension of select Tax Cuts and Jobs Act measures, updates to international tax rules, and the reinstatement of favorable business tax treatments.

The One Big Beautiful Bill Act includes multiple effective dates, with some provisions retroactive to January 1, 2025, and others will become effective through 2027.

The Company is continuing to evaluate the available elections, and the impact on our consolidated financial statements and disclosures;

however, the Company expects the overall impacts of this legislation to be favorable.

Net (Loss)/Income per Share

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

For the three and nine months ended September 30, 2025 and

2024 the weighted-average ordinary shares outstanding used to calculate basic and diluted net (loss)/income per share were as follows:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

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 tax provisions with varying effective dates, with certain provisions effective January 1, 2025 and others becoming effective in later periods, including through 2027.

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

While the Company does not currently expect the adoption of Public Law 119‑21 to have a material adverse impact on its consolidated financial statements, the assessment of certain provisions is ongoing and may be affected by future guidance, elections made by the Company, or other developments.

Net Income per Share

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

For the three months ended March 31, 2026 and 2025 the weighted-average ordinary shares outstanding used to calculate basic and diluted net income per share were as follows:

For the three months ended

March 31, 2026 March 31, 2025

Basic weighted-average ordinary shares outstanding 145.6 148.5

Dilutive effect of stock options — — — 4

Dilutive effect of unvested restricted securities 1.0 0.3

Diluted weighted-average ordinary shares outstanding 146.6 148.8

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

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

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

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

These potential ordinary shares were as follows:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

For the three months ended

March 31, 2026 March 31, 2025

Anti-dilutive shares excluded 0.5 1.1

Contingently issuable shares excluded 0.9 0.7

The following table presents the components of inventories as of September 30, 2025 and December 31, 2024:

September 30,

The following table presents the components of inventories as of March 31, 2026 and December 31, 2025:

2026 December 31,

3 unchanged sentences

Inventories $ 605.8 $ 617.8

The following table presents the components of long-term debt, net and finance lease obligations as of September 30, 2025 and December 31, 2024:

Maturity Date September 30,

The following table presents the components of long-term debt, net and finance lease obligations as of March 31, 2026 and December 31, 2025:

Maturity Date March 31,

2026 December 31,

15 unchanged sentences

Finance lease obligations, less current portion $ 18.5 $ 18.9

Our indebtedness as of September 30, 2025 and December 31, 2024 consists of various tranches of senior unsecured notes as shown in the table above.

We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our

$ 650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.

Our indebtedness as of March 31, 2026 and December 31, 2025 consists of various tranches of senior unsecured notes as shown in the table above.

We also have secured credit facilities (the "Senior Secured Credit Facilities") which provide for our $ 650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued.

Refer to Note 14:

1 unchanged sentence

Revolving Credit Facility

In September 2025, certain of our indirect, wholly-owned subsidiaries, including Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., and Sensata Technologies B.V.

(“STBV”), entered into an amendment (the “Fourteenth Amendment”) to the 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.

As of September 30, 2025, we had $ 645.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

As of March 31, 2026, we had $ 645.8 million available under the Revolving Credit Facility, net of $ 4.2 million of obligations in respect of outstanding letters of credit issued thereunder.

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

As of September 30, 2025, no amounts had been drawn against these outstanding letters of credit.

As of March 31, 2026, no amounts had been drawn against these outstanding letters of credit.

During April 2026, the Company entered into a technical amendment to the Revolving Credit Facility correcting and clarifying certain details to conform the language with the intention of the Fourteenth Amendment that was signed in September 2025.

Accrued Interest

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

As of September 30, 2025 and December 31, 2024, accrued interest totaled $ 34.0 million and $ 55.2 million, respectively.

In October 2025, Sensata Technologies B.V.

and Sensata Technologies, Inc., our indirect, wholly owned subsidiaries, announced the commencement of a cash tender offer for up to $ 350 million of the outstanding $ 1.0 billion aggregate principal amount of 4.0 % Senior Notes due 2029, $ 450.0 million aggregate principal amount of 4.375 % Senior Notes due 2030, and $ 500.0 million aggregate principal amount of 5.875 % Senior Notes due 2030.

As of March 31, 2026 and December 31, 2025, accrued interest totaled $ 27.5 million and $ 48.6 million, respectively.

Commitments and Contingencies

1 unchanged sentence

Although it is not feasible to predict the outcome of these matters, based upon our experience and current information known to us, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our results of operations, financial condition, and/or cash flows.

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 three and nine months ended September 30, 2025.

Other Matters

Following the February 2026 ruling by the United States Supreme Court striking down certain tariffs imposed under the International Emergency Economic Powers Act, U.S.

Customs and Border Protection has since announced steps toward an administrative process to address potential tariff refunds.

However, the availability, timing, and amount of any potential refunds remain uncertain and are subject to ongoing legal, regulatory, and administrative developments.

Shareholders' Equity

Purchase of Noncontrolling Interest in Joint Venture

In February 2024, we purchased the remaining 50 % interest in our joint venture with Dongguan Churod Electronics Co., Ltd.

for approximately $ 79.4 million.

Prior to the transaction, we had been consolidating the joint venture.

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.

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.

Cash Dividends

In the three and nine months ended September 30, 2025, we paid aggregate cash dividends of $ 17.5 million and $ 52.9 million, respectively, compared to $ 18.1 million and $ 54.3 million in the three and nine months ended September 30, 2024, respectively.

In October 2025, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable in November 2025 to shareholders of record as of November 12, 2025.

In the three months ended March 31, 2026 and 2025, we paid aggregate cash dividends o f $ 17.5 million an d $ 17.9 million, respectively.

In April 2026, we announced that our Board of Directors approved a quarterly dividend of $ 0.12 per share, payable in May 2026 to shareholders of record as of May 13, 2026.

Treasury Shares

3 unchanged sentences

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

In the three months ended September 30, 2025, we did not repurchase any ordinary shares.

In the nine months ended September 30, 2025, we repurchased 4.2 million ordinary shares for $ 120.6 million.

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

All share repurchases in the three and nine months ended September 30, 2025 and 2024 were made under the September 2023 Program.

As of September 30, 2025, $ 282.4 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss for the nine months ended September 30, 2025:

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

In the three months ended March 31, 2026 and 2025, we repurchased 0.7 million and 3.5 million ordinary shares for $ 25.1 million and $ 100.5 million, respectively.

All share repurchases in the three months ended March 31, 2026 and 2025 were made under the September 2023 Program.

As of March 31, 2026, $ 257.3 million remained available for repurchase under the September 2023 Program.

Accumulated Other Comprehensive Income/(Loss)

The following table presents the components of accumulated other comprehensive income/(loss) for the three months ended March 31, 2026:

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

Balance as of December 31, 2025 $ 0.5 $ ( 10.3 ) $ 2.3 $ ( 7.4 )

Other comprehensive income before reclassifications, net of tax 8.6 — 9.0 17.6

Reclassifications from accumulated other comprehensive loss, net of tax 5,905 504 — 6,409

Reclassifications from accumulated other comprehensive income/(loss), net of tax 2.8 0.0 — 2.8

Other comprehensive income 11.4 0.0 9.0 20.5

Balance as of September 30, 2025 $ ( 6,513 ) $ ( 11,186 ) $ ( 5,752 ) $ ( 23,451 )

The following table presents the amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024:

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

Balance as of March 31, 2026 $ 11.9 $ ( 10.3 ) $ 11.3 $ 13.0

The following table presents the amounts reclassified from accumulated other comprehensive income/(loss) for the three months ended March 31, 2026 and 2025:

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

Component 2026 2025

2 unchanged sentences

Foreign currency forward contracts ( 1.3 ) 3.1 Cost of revenue (1)

Total, before taxes 4,690 ( 6,631 ) 7,958 ( 23,340 ) (Loss)/income before taxes

Income tax effect ( 1,210 ) 1,710 ( 2,053 ) 6,021 Provision for/(benefit from) income taxes

Total, net of taxes $ 3,480 $ ( 4,921 ) $ 5,905 $ ( 17,319 ) Net (loss)/income

Total, before taxes 3.8 ( 1.9 ) Income before taxes

Income tax effect ( 1.0 ) 0.5 Provision for income taxes

Total, net of taxes $ 2.8 $ ( 1.4 ) Net income

Defined benefit and retiree healthcare plans

1 unchanged sentence

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

Total, before taxes 7 4,051 738 4,618 (Loss)/income before taxes

Income tax effect ( 7 ) 10,135 ( 234 ) 10,003 Provision for/(benefit from) income taxes

Total, net of taxes $ — $ 14,186 $ 504 $ 14,621 Net (loss)/income

Total, before taxes 0.0 0.7 Income before taxes

Income tax effect ( 0.0 ) ( 0.2 ) Provision for income taxes

Total, net of taxes $ 0.0 $ 0.5 Net income

___________________________________

(1) Refer to Note 14:

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

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

Fair Value Measures

Measured on a Recurring Basis

The fair values of our assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are shown in the below table.

September 30,

The fair values of our assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 are shown in the below table.

2026 December 31,

10 unchanged sentences

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

Measured on a Nonrecurring Basis

In the third quarter of 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.

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

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

We determined that our Dynapower reporting unit was impaired, and in the third quarter of 2025, we recorded a $ 225.7 million non-cash impairment charge.

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

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.

Financial Instruments Not Recorded at Fair Value

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The following table presents the carrying values and fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Value (1)

13 unchanged sentences

In addition to the above, we hold certain equity investments that do not have readily determinable fair values for which we use the measurement alternative prescribed in FASB ASC Topic 321.

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

As of September 30, 2025 and December 31, 2024, we held equity investments under the measurement alternative of $ 7.3 million and $ 6.1 million, respectively, which are presented in other assets in the condensed consolidated balance sheets.

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

As of March 31, 2026 and December 31, 2025, we held equity investments under the measurement alternative of $ 7.3 million, which are presented in other assets in the condensed consolidated balance sheets.

Derivative Instruments and Hedging Activities

Foreign Currency Derivatives

As of September 30, 2025, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

As of March 31, 2026, we had the following outstanding foreign currency forward contracts, which had the below hedge accounting designation in accordance with FASB ASC Topic 815, Derivatives and Hedging :

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

Designation (1)

337.9 EUR Various from October 2023 to September 2025 Various from October 2025 to September 2027 Euro ("EUR") to USD 1.13 USD Cash flow hedge

3,273.8 MXN Various from October 2023 to September 2025 Various from October 2025 to September 2027 USD to Mexican Peso ("MXN") 20.43 MXN Cash flow hedge

57.7 GBP Various from October 2023 to September 2025 Various from October 2025 to September 2027 British Pound Sterling ("GBP") to USD 1.30 USD Cash flow hedge

387.9 EUR Various from April 2024 to March 2026 Various from April 2026 to March 2028 Euro ("EUR") to USD 1.16 USD Cash flow hedge

3,848.6 MXN Various from April 2024 to March 2026 Various from April 2026 to March 2028 USD to Mexican Peso ("MXN") 19.96 MXN Cash flow hedge

66.3 GBP Various from April 2024 to March 2026 Various from April 2026 to March 2028 British Pound Sterling ("GBP") to USD 1.32 USD Cash flow hedge

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

Designation (1)

106.7 USD Various from March 2024 to May 2024 Various from October 2025 to May 2026 USD to Chinese Renminbi ("CNY") 6.97 CNY Not designated

744.0 CNY Various September 2024 Various from October 2025 to May 2026 USD to CNY 6.78 CNY Not designated

17,341.7 KRW Various from November 2023 to September 2024 Various from October 2025 to July 2026 USD to Korean Won ("KRW") 1,313.05 KRW Not designated

21.5 USD Various from April 2024 to May 2024 Various from April 2026 to May 2026 USD to Chinese Renminbi ("CNY") 6.97 CNY Not designated

149.8 CNY Various September 2024 Various from April 2026 to May 2026 USD to CNY 6.74 CNY Not designated

3,515.3 KRW Various from May 2024 to September 2024 Various from April 2026 to July 2026 USD to Korean Won ("KRW") 1,316.49 KRW Not designated

___________________________________

1 unchanged sentence

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

As of September 30, 2025, we estimate that $ 9.6 million of net losses will be reclassified from accumulated other comprehensive loss to earnings during the twelve-month period ending September 30, 2026.

As of March 31, 2026, we estimate that $ 12.0 million of net gain will be reclassified from accumulated other comprehensive income/(loss) to earnings during the twelve-month period ending March 31, 2027.

Financial Instrument Presentation

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:

The following table presents the fair values of our derivative financial instruments and their classification in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:

Asset Derivatives Liability Derivatives

Balance Sheet Location September 30,

Balance Sheet Location March 31,

2026 December 31,

2024 Balance Sheet Location September 30,

2025 Balance Sheet Location March 31,

2026 December 31,

7 unchanged sentences

Foreign currency forward contracts Prepaid expenses and other current assets — 0.4 Accrued expenses and other current liabilities 0.9 2.3

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

Total $ 18.6 $ 21.6 $ 0.9 $ 2.6

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

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive (loss)/income for the three months ended September 30, 2025 and 2024:

Derivatives designated as

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

2025 2024 2025 2024

Foreign currency forward contracts $ 1,663 $ ( 16,220 ) Net revenue $ ( 3,728 ) $ 202

Foreign currency forward contracts $ 4,695 $ ( 16,079 ) Cost of revenue $ ( 962 ) $ 6,429

Derivatives not designated as

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

Commodity forward contracts $ 6,670 $ 1,200 Other, net

Foreign currency forward contracts $ 1,349 $ ( 3,851 ) Other, net

The following tables present the effect of our derivative financial instruments on the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025:

Derivatives designated as

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

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

2026 2025 2026 2025

2 unchanged sentences

Derivatives not designated as

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

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

Commodity forward contracts $ 4.6 $ 4.4 Other, net

2 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 September 30, 2025, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 24.5 million.

As of September 30, 2025, we had no t posted any cash collateral related to these agreements.

As of March 31, 2026, the termination value of outstanding derivatives in a liability position, excluding any adjustment for non-performance risk, was $ 8.7 million.

As of March 31, 2026, we had no t posted any cash collateral related to these agreements.

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

Segment Reporting

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

Our 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.

A 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.

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

In the last quarter of 2025, we realigned our segments as a result of organizational changes that better

allocate our resources to support changes to our business strategy.

Refer to Note 1:

Basis of Presentation for additional information.

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

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

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

1 unchanged sentence

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.

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, this 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 in accordance with U.S.

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 of the audited consolidated financial statements and notes thereto included in our 2025 Annual Report.

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 various systems and applications.

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 and aerospace applications.

The following table presents net revenue, segment and non-segment operating expenses, and segment and non-segment operating income for the reportable segments and other operating results not allocated to our reportable segments for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Performance Sensing

$ 656,936 $ 659,650 $ 1,959,577 $ 2,096,889

Sensing Solutions

275,042 274,386 827,040 800,296

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

Industrials primarily serves industrial customers through the development and manufacturing of a broad portfolio of application-specific sensor, power management, and electrical protection products used in a diverse range of industrial markets, including the appliance, HVAC, material handling, charging infrastructure, renewable energy generation, and microgrid applications and markets.

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

are used in mission-critical systems and applications.

For the three months ended

March 31, 2026 March 31, 2025

Automotive (1)

$ 524.8 $ 528.9

Industrials (1)

Aerospace, Defense, and Commercial Equipment (1)

Total net revenue $ 934.8 $ 911.3

Segment and non-segment operating expenses (1) :

Performance Sensing $ 501,310 $ 513,984 $ 1,514,199 $ 1,620,847

Sensing Solutions 189,968 193,588 577,864 567,529

Other — 36,725 — 99,835

Total segment and non-segment operating expenses $ 691,278 $ 744,297 $ 2,092,063 $ 2,288,211

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

Performance Sensing (1)

Segment cost of revenue:

$ 359.1 $ 369.6

Sensing Solutions (1)

Aerospace, Defense, and Commercial Equipment

Total segment cost of revenue

$ 615.0 $ 612.3

Segment operating expenses (2) :

Automotive (1)

$ 42.5 $ 38.9

Total segment and non-segment operating income

Industrials (1)

Aerospace, Defense, and Commercial Equipment (1)

Total segment operating expenses

$ 83.1 $ 80.0

Segment operating income (as defined above):

Automotive (1)

$ 123.2 $ 120.3

Industrials (1)

Aerospace, Defense, and Commercial Equipment (1)

Total segment operating income

Corporate and other (1)

Amortization of intangible assets ( 19,601 ) ( 44,732 ) ( 61,362 ) ( 122,332 )

Goodwill impairment charge

( 75.7 ) ( 69.2 )

Amortization of intangible assets ( 15.7 ) ( 20.6 )

Restructuring and other charges, net ( 3.7 ) ( 7.0 )

Operating (loss)/income ( 122,888 ) ( 199,227 ) 137,370 75,512

Operating income 141.6 122.2

Interest expense ( 34.1 ) ( 38.0 )

1 unchanged sentence

Other, net 4.1 2.1

(Loss)/income before taxes $ ( 148,427 ) $ ( 244,606 ) $ 47,994 $ ( 47,032 )

Income before taxes $ 115.5 $ 90.6

___________________________________

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

The following table presents depreciation and amortization expense for our reportable segments and corporate and other for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(1) The amounts previously reported for the three months ended March 31, 2025 have been retrospectively recast to reflect the segment realignment as discussed in Note 1:

Basis of Presentation .

(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 three months ended March 31, 2026 and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Depreciation and amortization:

Performance Sensing $ 30,085 $ 24,512 $ 79,164 $ 72,714

Sensing Solutions 4,947 4,000 12,823 11,903

Automotive $ 19.9 $ 21.7

Industrials 2.7 2.9

Aerospace, Defense, and Commercial Equipment 4.2 4.3

Corporate and other (1)

37,922 49,916 97,028 138,427

Total depreciation and amortization $ 49.8 $ 61.6

__________________________

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

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

We do not allocate these amounts to our segments.

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

The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three and nine months ended September 30, 2025 and 2024:

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table presents additions to PP&E and capitalized software for our reportable segments and corporate and other for the three months ended March 31, 2026 and 2025:

For the three months ended

March 31, 2026 March 31, 2025

Additions to property, plant and equipment and capitalized software:

Performance Sensing $ 17,693 $ 29,568 $ 59,298 $ 87,824

Sensing Solutions 3,924 5,234 9,706 14,054

Automotive $ 12.9 $ 22.8

Industrials 2.8 3.1

Aerospace, Defense, and Commercial Equipment 0.3 —

Corporate and other 1.9 6.7

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Geographic Area Information

The following tables present net revenue by geographic area and by significant country for the three and nine months ended September 30, 2025 and 2024.

The following tables present net revenue by geographic area and by significant country for the three months ended March 31, 2026 and 2025.

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

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

For the three months ended

March 31, 2026 March 31, 2025

Americas $ 375.7 $ 372.5

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Net revenue $ 934.8 $ 911.3

For the three months ended For the nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

For the three months ended

March 31, 2026 March 31, 2025

United States $ 365.7 $ 345.0

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Net revenue $ 934.8 $ 911.3

The following tables present PP&E, net, by geographic area and by significant country as of September 30, 2025 and 2024.

The following tables present PP&E, net, by geographic area and by significant country as of March 31, 2026 and December 31, 2025.

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

September 30,

2026 December 31,

4 unchanged sentences

Property, plant and equipment, net $ 763.1 $ 776.5

September 30,

2026 December 31,

8 unchanged sentences

Property, plant and equipment, net $ 763.1 $ 776.5

Insights Business

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

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

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

Magnetic Speed and Position Business ("MSP Business")

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These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases.

Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results.

Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, trends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic plans, operational plans, and financial results.

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

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

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

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

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

What changed 10-Q

Item 1. Financial Statements