Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
In the quarter ended December 27, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K, except the following:
● In the quarter ended December 27, 2024, Shad Kroeger , President, Industrial Solutions , adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5 - 1(c). Mr. Kroeger’s plan was adopted November 4, 2024 and expires November 4, 2025 , and provides for the potential exercise and related sale of (i) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than March 4, 2025, (ii) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than June 2, 2025, and (iii) stock options representing up to 23,850 ordinary shares, with such sale to occur no earlier than September 2, 2025.
● In the quarter ended December 27, 2024, Aaron Stucki , President, Transportation Solutions , adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Stucki’s plan was adopted November 27, 2024 and expires August 27, 2025 , and provides for the potential exercise and related sale of (i) stock options representing up to 51,000 ordinary shares, with such sale to occur no earlier than February 27, 2025 and (ii) stock options representing up to 20,000 ordinary shares, with such sale to occur no earlier than February 28, 2025.
The trading plans described above were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the Securities and Exchange Commission (“SEC”) in accordance with applicable securities laws, rules, and regulations.
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ITEM 6. EXHIBITS
Exhibit Number
Exhibit
3.1
Memorandum and Articles of Association of TE Connectivity plc, dated as of September 30, 2024 (incorporated by reference to Exhibit 3.1 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.1
‡
TE Connectivity plc 2007 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.7 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.2
‡
TE Connectivity plc 2010 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.9 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.3
‡
TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.5 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.4
‡
TE Connectivity plc Employee Stock Purchase Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.6 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.5
‡
Form of Option Award Terms and Conditions for Option Grants Beginning in November 2024 (incorporated by reference to Exhibit 10.10 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.6
‡
Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2024 (incorporated by reference to Exhibit 10.11 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.7
‡
Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year 2024 (incorporated by reference to Exhibit 10.12 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.8
‡
TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.8 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.9
Form of Deed of Indemnification for directors and executive officers of TE Connectivity plc (incorporated by reference to Exhibit 10.2 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
10.10
Form of Indemnification for directors and executive officers of TE Connectivity plc (incorporated by reference to Exhibit 10.3 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)
22.1
*
Guaranteed Securities
31.1
*
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
*
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
**
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
*
Inline XBRL Instance Document (1)
101.SCH
*
Inline XBRL Taxonomy Extension Schema Document
101.CAL
*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
*
Cover Page Interactive Data File (2)
‡
Management contract or compensatory plan or arrangement
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* Filed herewith
**
Furnished herewith
(1) The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
(2) Formatted in Inline XBRL and contained in exhibit 101
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TE CONNECTIVITY PLC
By:
/s/ Heath A. Mitts
Heath A. Mitts
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
Date: January 24, 2025
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.