Item 5. Other Information
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Executive Officers and Directors
Transactions in our securities by our executive officers and directors are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Our insider trading policy permits our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, during the second quarter of 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
Name and Title Action Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1) Aggregate Number of Securities/Dollar Value to be Purchased or Sold
Kevin Clark
Director
Adoption June 3, 2026 December 31, 2026 Sale of up to 220,000 ordinary shares
(1) In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.
During the second quarter of 2026, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, modified or terminated a Rule 10b5-1 trading plan or adopted , modified, or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Other Information
Chief Executive Officer Offer Letter
On August 3, 2026, we entered into an offer letter with Joseph Liotine, the Company’s Chief Executive Officer (the “CEO Offer Letter”). The CEO Offer Letter provides for an annual base salary of $950,000, eligibility to receive a target annual bonus equal to 150% of Mr. Liotine’s annual base salary pursuant to the terms of the Versigent PLC Annual Incentive Plan (the “Incentive Plan”), participation in the Company’s employee benefit plans, including the Company’s Executive Severance Plan, the Company’s Executive Change in Control Severance Plan and the Company’s Deferred Compensation Plan, and a requirement to execute the Company’s form of Confidentiality and Noninterference Agreement.
In addition, the CEO Offer Letter provides that Mr. Liotine will receive an annual equity award under the Company’s Long-Term Incentive Plan (the “Equity Plan”) having a target grant date fair value of $9,000,000. Such annual equity award is currently anticipated to consist of a mix of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with the RSUs vesting one-third on each anniversary of the grant date and the PSUs vesting at the end of a three-year performance period based on the achievement of performance goals and metrics set by the Company’s board of directors (the “Board”), in each case, subject to Mr. Liotine’s continued employment through each applicable vesting date.
Chief Financial Officer Offer Letter
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On August 3, 2026, we entered into an offer letter with Doug Ostermann, the Company’s Chief Financial Officer (the “CFO Offer Letter”). The CFO Offer Letter provides for an annual base salary of $850,000, eligibility to receive a target annual bonus equal to 100% of Mr. Ostermann’s annual base salary pursuant to the terms of the Incentive Plan, participation in the Company’s employee benefit plans, including the Company’s Executive Severance Plan, the Company’s Executive Change in Control Severance Plan and the Company’s Deferred Compensation Plan, and a requirement to execute the Company’s form of Confidentiality and Noninterference Agreement.
In addition, the CFO Offer Letter provides that Mr. Ostermann will receive an annual equity award under the Equity Plan having a target grant date fair value of $3,500,000. Such annual award is currently anticipated to consist of a mix of RSUs and PSUs, with the RSUs vesting one-third on each anniversary of the grant date and the PSUs vesting at the end of a three-year performance period based on performance goals and metrics set by the Board, in each case, subject to Mr. Ostermann’s continued employment through each applicable vesting date.
The foregoing summaries of the terms of the CEO Offer Letter and the CFO Offer Letter are each qualified in their entirety by reference to the complete texts of the CEO Offer Letter and the CFO Offer Letter, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit
Number Description Form Exhibit Filing Date
2.1 * Separation and Distribution Agreement, dated as of March 31, 2026, by and between Aptiv PLC and Versigent PLC †+
8-K 2.1 April 1, 2026
3.1 * Memorandum and Articles of Association of Versigent PLC
8-K 3.1 April 1, 2026
4.1 # Second Supplemental Indenture, dated June 18, 2026 Between Cyprium Corporation, Cyprium Holdings Luxembourg S.À.R.L., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee
10.1 # Modified Executive Officer Employment Letter between Versigent PLC and Joseph T. Liotine, dated August 3, 2026 ††
10.2 # Modified Executive Officer Employment Letter between Versigent PLC and Doug Ostermann, dated August 3, 2026 ††
10.3 # Modified Executive Officer Employment Letter between Versigent PLC and Janis Acosta, dated August 3, 2026 ††
10.4 # Modified Executive Officer Employment Letter between Versigent PLC and Sharon Vinci, dated August 3, 2026 ††
31.1 # Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2 # Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1 ## Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 ## Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS # Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File
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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document
† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.
+ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
†† This exhibit constitutes a management contract, compensatory plan, or arrangement.
# Filed electronically with the Report.
## This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section. Furnished electronically with this Report.
* Previously filed.
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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.
VERSIGENT PLC
/s/ Doug Ostermann
By: Doug Ostermann
Chief Financial Officer
Dated: August 4, 2026
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