ST 10-Q Quarterly Report Sept. 30, 2025

SENSATA TECHNOLOGIES HOLDING PLC

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________

FORM 10-Q

_________________________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34652

_________________________________________________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________

England and Wales

98-1386780

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

529 Pleasant Street

Attleboro , Massachusetts , 02703 , United States

(Address of principal executive offices, including zip code)

+1 ( 508 ) 236 3800

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share	ST	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 16, 2025, 145,678,735 ordinary shares were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2 0 2 4	6
		Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4.	Controls and Procedures	35

PART II
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
	Item 3.	Defaults Upon Senior Securities	38
	Item 5.	Other Information	38
	Item 6.	Exhibits	39
		Signatures	40

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	791,347	$	593,670
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
Inventories	641,367		614,455
Prepaid expenses and other current assets	150,589		158,934

Total current assets	2,308,301		2,027,239
Property, plant and equipment, net	775,748		821,653
Goodwill	3,158,164		3,383,800
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
Deferred income tax assets	289,428		288,189
Other assets	108,181		129,505
Total assets	$	7,069,959	$	7,143,264
Liabilities and shareholders' equity
Current liabilities:
Current portion of long-term debt and finance lease obligations	$	2,234	$	2,414
Accounts payable	461,021		362,186
Income taxes payable	35,284		29,417
Accrued expenses and other current liabilities	295,872		317,341

Total current liabilities	794,411		711,358
Deferred income tax liabilities	235,716		235,689
Pension and other post-retirement benefit obligations	32,616		27,910
Finance lease obligations, less current portion	19,596		20,984
Long-term debt, net	3,181,373		3,176,098
Other long-term liabilities	87,740		80,782
Total liabilities	4,351,452		4,252,821
Commitments and contingencies (Note 11)
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	2,261		2,257
Treasury shares, at cost, 31,230 and 26,994 shares as of September 30, 2025 and December 31, 2024, respectively	( 1,402,651 )		( 1,282,051 )
Additional paid-in capital	1,891,189		1,872,577
Retained earnings	2,251,159		2,340,203
Accumulated other comprehensive loss	( 23,451 )		( 42,543 )


Total shareholders' equity	2,718,507		2,890,443
Total liabilities and shareholders' equity	$	7,069,959	$	7,143,264

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

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)


	For the three months ended				For the nine months ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net revenue	$	931,978	$	982,830	$	2,786,617	$	3,025,074
Operating costs and expenses:
Cost of revenue	672,602		701,463		1,968,373		2,115,137
Research and development	33,034		42,685		102,432		133,324
Selling, general and administrative	85,763		102,453		259,622		283,772
Amortization of intangible assets	19,601		44,732		61,362		122,332
Goodwill impairment charge	225,700		150,100		225,700		150,100
Restructuring and other charges, net	18,166		140,624		31,758		144,897
Total operating costs and expenses	1,054,866		1,182,057		2,649,247		2,949,562
Operating (loss)/income	( 122,888 )		( 199,227 )		137,370		75,512
Interest expense	( 37,715 )		( 38,942 )		( 113,367 )		( 118,200 )
Interest income	5,313		5,857		14,070		15,397
Other, net	6,863		( 12,294 )		9,921		( 19,741 )
(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

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

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Comprehensive (Loss)/Income

(In thousands)

(unaudited)


	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
Other comprehensive income/(loss), net of tax:
Cash flow hedges	8,199		( 28,943 )		1,400		( 34,469 )
Defined benefit and retiree healthcare plans	—		14,186		504		14,621
Currency translation adjustment	3,511		30,176		17,188		11,557
Other comprehensive income/(loss)	11,710		15,419		19,092		( 8,291 )
Comprehensive (loss)/income	$	( 150,813 )	$	( 9,615 )	$	( 12,844 )	$	114,399

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

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	For the nine months ended
	September 30, 2025		September 30, 2024
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:
Depreciation	127,653		100,712
Amortization of debt issuance costs	3,540		4,510
Goodwill impairment charge	225,700		150,100
Loss on sale of business	10,202		110,111
Share-based compensation	18,612		27,393
Loss on debt financing	—		9,235
Amortization of intangible assets	61,362		122,332
Deferred income taxes	( 1,017 )		( 235,943 )
Loss on equity investments, net	—		13,164
Other non-cash loss/(gain), net	29,451		( 991 )
Acquisition-related compensation payments	—		( 5,232 )
Changes in operating assets and liabilities, net of the effects of divestitures:
Accounts receivable, net	( 34,043 )		( 29,568 )
Inventories	( 37,985 )		19,389
Prepaid expenses and other current assets	( 20,193 )		( 27,144 )
Accounts payable and accrued expenses	66,672		1,694
Income taxes payable	17		( 7,753 )
Other	1,936		6,135
Net cash provided by operating activities	419,971		380,834
Cash flows from investing activities:


Additions to property, plant and equipment and capitalized software	( 81,586 )		( 126,759 )

Proceeds from the sale of business, net of cash sold	35,635		138,312

Other	1,589		3,681
Net cash (used in)/provided by investing activities	( 44,362 )		15,234
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	( 4,167 )		( 9,746 )
Proceeds from borrowings on debt	—		500,000
Payments on debt	( 1,542 )		( 700,855 )
Dividends paid	( 52,937 )		( 54,266 )
Payments to repurchase ordinary shares	( 120,600 )		( 47,299 )
Purchase of noncontrolling interest in joint venture	—		( 79,393 )
Payments of debt financing costs	( 1,765 )		( 13,379 )

Net cash used in financing activities	( 181,011 )		( 400,333 )
Effect of exchange rate changes on cash and cash equivalents	3,079		2,376
Net change in cash and cash equivalents	197,677		( 1,889 )
Cash and cash equivalents, beginning of year	593,670		508,104
Cash and cash equivalents, end of period	$	791,347	$	506,215

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

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SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Changes in Shareholders' Equity

(In thousands)

(unaudited)


	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, 2024	176,541	$	2,257	( 26,994 )	$	( 1,282,051 )	$	1,872,577	$	2,340,203	$	( 42,543 )	$	2,890,443
Surrender of shares for tax withholding	—	—		( 166 )	( 4,167 )		—		—		—		( 4,167 )

Vesting of restricted securities	532	6		—	—		—		( 6 )		—		—
Cash dividends paid	—	—		—	—		—		( 52,937 )		—		( 52,937 )
Repurchase of ordinary shares	—	—		( 4,236 )	( 120,600 )		—		—		—		( 120,600 )
Retirement of ordinary shares	( 166 )	( 2 )		166	4,167		—		( 4,165 )		—		—
Share-based compensation	—	—		—	—		18,612		—		—		18,612

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 )
Other comprehensive income	—	—		—	—		—		—		15,419		15,419
Balance as of September 30, 2024	176,454	$	2,256	( 26,427 )	$	( 1,261,946 )	$	1,861,511	$	2,354,276	$	1,671	$	2,957,768





Balance as of December 31, 2023	175,832	$	2,249	( 25,090 )	$	( 1,213,160 )	$	1,901,621	$	2,295,604	$	9,962	$	2,996,276
Surrender of shares for tax withholding	—	—		( 264 )	( 9,746 )		—		—		—		( 9,746 )
Stock options exercised	119	1		—	—		4,604		—		—		4,605
Vesting of restricted securities	767	9		—	—		—		( 9 )		—		—
Cash dividends paid	—	—		—	—		—		( 54,266 )		—		( 54,266 )
Repurchase of ordinary shares	—	—		( 1,337 )	( 48,786 )		—		—		—		( 48,786 )
Retirement of ordinary shares	( 264 )	( 3 )		264	9,746		—		( 9,743 )		—		—
Share-based compensation	—	—		—	—		27,393		—		—		27,393
Purchase of noncontrolling interest in joint venture	—	—		—	—		( 72,107 )		—		—		( 72,107 )
Net income	—	—		—	—		—		122,690		—		122,690
Other comprehensive loss	—	—		—	—		—		—		( 8,291 )		( 8,291 )
Balance as of September 30, 2024	176,454	$	2,256	( 26,427 )	$	( 1,261,946 )	$	1,861,511	$	2,354,276	$	1,671	$	2,957,768

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

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SENSATA TECHNOLOGIES HOLDING PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. 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 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. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2025 (the "2024 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. 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. Refer to Note 15: Segment Reporting for additional information.

All U.S. 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.

2. 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. ASU No. 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. 2024-03 Income Statement (Topic 220): Reporting Comprehensive Income , which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement . ASU No. 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the update requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU No. 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. 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): 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

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development methods. ASU No. 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.

3. 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

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4. 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
Restricted securities (1)	7,245		15,449		18,612		26,824
Share-based compensation expense	$	7,245	$	15,449	$	18,612	$	27,393

____________________________________

(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	RSU (1)	140	$	26.23

Various executives and employees	RSU (2)	951	$	25.00
Various executives and employees	PRSU (3)	261	$	24.60
Various executives and employees	PRSU (4)	261	$	25.64

____________________________________

(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.

5. Restructuring and Other Charges, Net

2H 2024 Plan

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. We expect to settle these charges with cash on hand.

Q3 2023 Plan

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

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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. 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.

Summary

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
2H 2024 Plan, net	$	1,118	$	—	$	4,879	$	—
Q3 2023 Plan, net	1,098		13		3,900		308

Other restructuring and other charges, net
Severance charges, net	471		3,224		1,653		5,679
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
Facility and other charge (3)	3,990		24,415		4,928		24,028
Restructuring and other charges, net	$	18,166	$	140,624	$	31,758	$	144,897

__________________________

(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:


	Total
Balance as of December 31, 2024	$	6,087
Charges, net of reversals	2,883
Payments	( 5,422 )
Foreign currency remeasurement	263
Balance as of September 30, 2025	$	3,811

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.

Other

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

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

6. Other, 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 )
Gain on commodity forward contracts	6,670		1,200		12,682		7,276
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	( 586 )		( 593 )		( 1,743 )		( 2,254 )
Other	811		353		2,142		( 475 )
Other, net	$	6,863	$	( 12,294 )	$	9,921	$	( 19,741 )

___________________________________

(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.

7. Income Taxes

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; 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.

8. 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

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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
Basic weighted-average ordinary shares outstanding	145,663	150,717	146,790	150,681
Dilutive effect of stock options	—	—	—	4
Dilutive effect of unvested restricted securities	—	—	—	345
Diluted weighted-average ordinary shares outstanding	145,663	150,717	146,790	151,030

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. 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
Anti-dilutive shares excluded	2,855	2,577	2,855	1,349
Contingently issuable shares excluded	893	737	867	909

9. Inventories

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


	September 30, 2025		December 31, 2024
Finished goods	$	193,248	$	193,167
Work-in-process	157,683		134,423
Raw materials	290,436		286,865
Inventories	$	641,367	$	614,455

10. Debt

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, 2025		December 31, 2024





4.0 % Senior Notes	April 15, 2029	$	1,000,000	$	1,000,000
4.375 % Senior Notes	February 15, 2030	450,000		450,000
5.875 % Senior Notes	September 1, 2030	500,000		500,000
3.75 % Senior Notes	February 15, 2031	750,000		750,000
6.625 % Senior Notes	July 15, 2032	500,000		500,000
Plus: debt premium, net of discount		821		997
Less: deferred financing costs		( 19,448 )		( 24,899 )

Long-term debt, net		$	3,181,373	$	3,176,098

Finance lease obligations		$	21,830	$	23,398
Less: current portion		( 2,234 )		( 2,414 )
Finance lease obligations, less current portion		$	19,596	$	20,984

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

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$ 650.0 million revolving credit facility (the "Revolving Credit Facility") and incremental availability under which additional debt can be issued. Refer to Note 14: Debt of our 2024 Annual Report for additional information related to our indebtedness.

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. 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.

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.

Tender Offer

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.

11. Commitments and Contingencies

We are regularly involved in a number of claims and litigation matters that arise in the ordinary course of business. 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.

12. 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.

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Treasury Shares

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by the Board 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. Ordinary shares repurchased by us are recognized, measured at cost, and presented as treasury shares on our consolidated balance sheets, resulting in a reduction of shareholders' equity. 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
Balance as of December 31, 2024	$	( 7,913 )	$	( 11,690 )	$	( 22,940 )	$	( 42,543 )
Other comprehensive income before reclassifications, net of tax	( 4,505 )		—		17,188		12,683
Reclassifications from accumulated other comprehensive loss, net of tax	5,905		504		—		6,409
Other comprehensive income	1,400		504		17,188		19,092
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
Component	2025		2024		2025		2024
Derivative instruments designated and qualifying as cash flow hedges:
Foreign currency forward contracts	$	3,728	$	( 202 )	$	( 535 )	$	( 1,072 )	Net revenue (1)
Foreign currency forward contracts	962		( 6,429 )		8,493		( 22,268 )		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

Defined benefit and retiree healthcare plans
Defined benefit and retiree healthcare plans	$	7	$	161	$	17	$	728	Other, net
Defined benefit and retiree healthcare plans	—		3,890		721		3,890		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

___________________________________

(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.

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13. 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, 2025		December 31, 2024
Assets
Cash equivalents (Level 1)	$	557,763	$	243,640
Foreign currency forward contracts (Level 2)	14,804		19,110
Commodity forward contracts (Level 2)	9,170		1,486
Total	$	581,737	$	264,236

Liabilities
Foreign currency forward contracts (Level 2)	$	22,694	$	27,648
Commodity forward contracts (Level 2)	54		1,262
Total	$	22,748	$	28,910

Refer to Note 14: Derivative Instruments and Hedging Activities for additional information regarding our forward contracts. Cash equivalents consist of U.S. 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. All fair value measures presented are categorized in Level 2 of the fair value hierarchy.


	September 30, 2025				December 31, 2024
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Liabilities





4.0 % Senior Notes	$	1,000,000	$	960,980	$	1,000,000	$	915,000
4.375 % Senior Notes	$	450,000	$	435,065	$	450,000	$	410,625
5.875 % Senior Notes	$	500,000	$	503,995	$	500,000	$	485,000
3.75 % Senior Notes	$	750,000	$	692,580	$	750,000	$	652,500
6.625 % Senior Notes	$	500,000	$	518,425	$	500,000	$	497,500

___________________________________

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

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

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same issuer. 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.

14. 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 :

Notional
(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

Notional
(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

___________________________________

(1) Derivative financial instruments not designated as hedges are used to manage our exposure to currency exchange rate risk. 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.

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:


	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2025		December 31, 2024		Balance Sheet Location	September 30, 2025		December 31, 2024
Derivatives designated as hedging instruments
Foreign currency forward contracts	Prepaid expenses and other current assets	$	11,007	$	15,717	Accrued expenses and other current liabilities	$	16,021	$	17,018
Foreign currency forward contracts	Other assets	3,797		2,936		Other long-term liabilities	3,722		4,042
Total		$	14,804	$	18,653		$	19,743	$	21,060
Derivatives not designated as hedging instruments
Commodity forward contracts	Prepaid expenses and other current assets	$	6,837	$	1,413	Accrued expenses and other current liabilities	$	54	$	902
Commodity forward contracts	Other assets	2,333		73		Other long-term liabilities	—		360
Foreign currency forward contracts	Prepaid expenses and other current assets	1,710		457		Accrued expenses and other current liabilities	4,661		4,828
Foreign currency forward contracts	Other assets	—		—		Other long-term liabilities	—		1,760
Total		$	10,880	$	1,943		$	4,715	$	7,850

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

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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
	2025		2024
Commodity forward contracts	$	6,670	$	1,200	Other, net
Foreign currency forward contracts	$	1,349	$	( 3,851 )	Other, net


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
	2025		2024			2025		2024
Foreign currency forward contracts	$	( 37,421 )	$	420	Net revenue	$	535	$	1,072
Foreign currency forward contracts	$	31,349	$	( 23,534 )	Cost of revenue	$	( 8,493 )	$	22,268


Derivatives not designated as hedging instruments	Amount of Gain/(Loss) Recognized in Net (Loss)/Income				Location of Gain/(Loss) Recognized in Net (Loss)/Income
	2025		2024
Commodity forward contracts	$	12,682	$	7,276	Other, net
Foreign currency forward contracts	$	( 2,746 )	$	( 5,008 )	Other, net

Credit Risk Related Contingent Features

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. 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.

15. 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. 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

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operating segment level. 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. GAAP. 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 2024 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
Net revenue:
Performance Sensing	$	656,936	$	659,650	$	1,959,577	$	2,096,889
Sensing Solutions	275,042		274,386		827,040		800,296
Other	—		48,794		—		127,889
Total net revenue	$	931,978	$	982,830	$	2,786,617	$	3,025,074
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)	$	155,626	$	145,666	$	445,378	$	476,042
Sensing Solutions (1)	85,074		80,798		249,176		232,767
Other (1)	—		12,069		—		28,054
Total segment and non-segment operating income	240,700		238,533		694,554		736,863
Corporate and other	( 100,121 )		( 102,304 )		( 238,364 )		( 244,022 )
Amortization of intangible assets	( 19,601 )		( 44,732 )		( 61,362 )		( 122,332 )
Goodwill impairment charge	( 225,700 )		( 150,100 )		( 225,700 )		( 150,100 )
Restructuring and other charges, net	( 18,166 )		( 140,624 )		( 31,758 )		( 144,897 )
Operating (loss)/income	( 122,888 )		( 199,227 )		137,370		75,512
Interest expense	( 37,715 )		( 38,942 )		( 113,367 )		( 118,200 )
Interest income	5,313		5,857		14,070		15,397
Other, net	6,863		( 12,294 )		9,921		( 19,741 )
(Loss)/income before taxes	$	( 148,427 )	$	( 244,606 )	$	47,994	$	( 47,032 )

___________________________________

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

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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
Depreciation and amortization:
Performance Sensing	$	30,085	$	24,512	$	79,164	$	72,714
Sensing Solutions	4,947		4,000		12,823		11,903
Corporate and other (1)	37,922		49,916		97,028		138,427
Total depreciation and amortization	$	72,954	$	78,428	$	189,015	$	223,044

__________________________

(1) Included within corporate and other is amortization of intangible assets, accelerated depreciation recognized in connection with restructuring actions, and depreciation of certain assets. 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
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
Corporate and other	2,009		5,858		12,582		18,673
Total additions to property, plant and equipment and capitalized software	$	23,626	$	40,660	$	81,586	$	120,551

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. 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
Net revenue:
Americas	$	381,561	$	458,957	$	1,134,026	$	1,347,214
Europe	257,279		257,659		774,978		819,335
Asia and rest of world	293,138		266,214		877,613		858,525
Net revenue	$	931,978	$	982,830	$	2,786,617	$	3,025,074


	For the three months ended				For the nine months ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net revenue:
United States	$	371,985	$	425,747	$	1,087,489	$	1,245,377
China	183,100		158,254		540,645		521,985
The Netherlands	218,600		214,418		662,497		698,604

United Kingdom	30,262		32,596		87,222		92,436
All other	128,031		151,815		408,764		466,672
Net revenue	$	931,978	$	982,830	$	2,786,617	$	3,025,074

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The following tables present PP&E, net, by geographic area and by significant country as of September 30, 2025 and 2024. In these tables, PP&E, net is aggregated based on the location of our subsidiaries.


	September 30, 2025		December 31, 2024
Property, plant and equipment, net:
Americas	$	272,973	$	301,900
Europe	133,573		141,396
Asia and rest of world	369,202		378,357
Property, plant and equipment, net	$	775,748	$	821,653


	September 30, 2025		December 31, 2024
Property, plant and equipment, net:
United States	$	112,160	$	121,783
China	246,326		266,104
Mexico	160,685		179,980
Bulgaria	97,348		108,093
United Kingdom	24,605		21,147
Malaysia	118,866		108,118
All other	15,758		16,428
Property, plant and equipment, net	$	775,748	$	821,653

16. Disposals

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")

In November 2024, we executed a purchase agreement whereby we agreed to sell the MSP Business to a third party. The closing of the transaction occurred in the first quarter of 2025, at which time net assets transferred to the Buyer.

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Cautionary Statements Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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.

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: Risk Factors included in our 2024 Annual Report and as may be updated from time to time in Item 1A: Risk Factors included in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations supplements should be read in conjunction with the discussion in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report. The following discussion should also be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto (the "Financial Statements") included elsewhere in this Report. Amounts and percentages in the following discussions and tables have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Overview

Net revenue for the three months ended September 30, 2025 was $932.0 million, a decrease of 5.2% on a reported basis compared to $982.8 million in the prior period. Excluding an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% related to the effect of disposals, net revenue increased 3.1% on an organic basis. Organic revenue growth (or decline), discussed throughout this Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A"), is a financial measure not presented in accordance with U.S. GAAP. Refer to Non-GAAP Financial Measures included elsewhere in this MD&A for additional information regarding our use of organic revenue growth (or decline). Net revenue for the nine months ended September 30, 2025 was $2,786.6 million, a decrease of 7.9% compared to $3,025.1 million in the prior period. Excluding an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% related to the effect of disposals, net revenue decreased 1.0% on an organic basis.

Operating loss for the three months ended September 30, 2025 was $122.9 million (13.2% of net revenue), an increase of $76.3 million, or 38.3% compared to an operating loss of $199.2 million (20.3% of net revenue) in the three months ended September 30, 2024. Operating income for the nine months ended September 30, 2025 increased $61.9 million, or 81.9%, to $137.4 million (4.9% of net revenue) from $75.5 million (2.5% of net revenue) in the nine months ended September 30, 2024. Refer to Results of Operations included elsewhere in this MD&A for additional discussion of our earnings results for the three and nine months ended September 30, 2025 compared to the prior periods.

Operating loss in the third quarter of 2025 includes approximately $259.0 million in charges as a result of changes in clean energy policy and emission regulations, including a non-cash goodwill impairment charge. We determined that the Dynapower reporting unit was impaired and recorded a $225.7 million non-cash impairment charge. Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

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We generated $420.0 million of operating cash flows in the nine months ended September 30, 2025, ending the quarter with $791.3 million in cash and cash equivalents. In the nine months ended September 30, 2025, we used cash of approximately $81.6 million for capital expenditures, $52.9 million for payment of cash dividends, and $120.6 million for share repurchases as part of our share repurchase plan.

In September 2025, certain of our indirect, wholly-owned subsidiaries 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”). Refer to Note 10: Debt of the Financial Statements included elsewhere in this Report, for additional information regarding this transaction.

Results of Operations

The table below presents our historical results of operations, in millions of dollars and as a percentage of net revenue, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. We have derived the results of operations from the Financial Statements included elsewhere in this Report. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the three months ended								For the nine months ended
	September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Net revenue:
Performance Sensing	$	656.9	70.5	%	$	659.7	67.1	%	$	1,959.6	70.3	%	$	2,096.9	69.3	%
Sensing Solutions	275.0		29.5		274.4		27.9		827.0		29.7		800.3		26.5
Other	—		—		48.8		5.0		—		—		127.9		4.2
Net revenue	932.0		100.0		982.8		100.0		2,786.6		100.0		3,025.1		100.0






Operating costs and expenses	1,054.9		113.2		1,182.1		120.3		2,649.2		95.1		2,949.6		97.5
Operating (loss)/income	(122.9)		(13.2)		(199.2)		(20.3)		137.4		4.9		75.5		2.5
Interest expense	(37.7)		(4.0)		(38.9)		(4.0)		(113.4)		(4.1)		(118.2)		(3.9)
Interest income	5.3		0.6		5.9		0.6		14.1		0.5		15.4		0.5
Other, net	6.9		0.7		(12.3)		(1.3)		9.9		0.4		(19.7)		(0.7)
(Loss)/income before taxes	(148.4)		(15.9)		(244.6)		(24.9)		48.0		1.7		(47.0)		(1.6)
Provision for/(benefit from) income taxes	14.1		1.5		(219.6)		(22.3)		79.9		2.9		(169.7)		(5.6)
Net (loss)/income	$	(162.5)	(17.4)	%	$	(25.0)	(2.5)	%	$	(31.9)	(1.1)	%	$	122.7	4.1	%

Net Revenue

Net revenue for the three months ended September 30, 2025 decreased 5.2% compared to the prior period. Net revenue increased 3.1% on an organic basis, which excludes an increase of 0.8% attributed to changes in foreign currency exchange rates and a decrease of 9.1% due primarily to the effects of the divestitures of the various assets and liabilities comprising our vehicle area networks and data collection business (collectively, the "Insights Business") in the third quarter of 2024 and the Magnetic Speed and Positioning Business ("MSP Business") in the first quarter of 2025. Refer to Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information on the sale of the Insights Business and the MSP Business.

Net revenue for the nine months ended September 30, 2025 decreased 7.9% compared to the prior period. Net revenue decreased 1.0% on an organic basis, which excludes an increase of 0.4% attributed to changes in foreign currency exchange rates and a decrease of 7.3% due primarily to the effects of the divestitures of the Insights Business in the third quarter of 2024 and the MSP Business in the first quarter of 2025.

Performance Sensing

Performance Sensing net revenue for the three months ended September 30, 2025 decreased 0.4% on a reported basis, which includes the effects of the divestiture of the MSP Business in the first quarter of 2025, and increased 3.6% on an organic basis compared to the prior period, which was primarily due to outgrowing both our Automotive and HVOR end markets.

Performance Sensing net revenue for the nine months ended September 30, 2025 decreased 6.5% on a reported basis and 3.6% on an organic basis compared to the prior period, which was primarily due to lower HVOR production levels in North America and Europe.

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Sensing Solutions

Sensing Solutions net revenue for the three months ended September 30, 2025 increased 0.2% on a reported basis and 2.5% on an organic basis compared to the prior period, which is primarily due to content growth in our HVAC and aerospace end markets.

Sensing Solutions net revenue for the nine months ended September 30, 2025 increased 3.3% on a reported basis and 5.6% on an organic basis compared to the prior period, which is primarily due to content growth in our HVAC and aerospace end markets.

Operating Costs and Expenses

Operating costs and expenses for the three and nine months ended September 30, 2025 and 2024 are presented, in millions of dollars and as a percentage of net revenue, in the following table. Amounts and percentages in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the three months ended								For the nine months ended
	September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Operating costs and expenses:
Cost of revenue	$	672.6	72.2	%	$	701.5	71.4	%	$	1,968.4	70.6	%	$	2,115.1	69.9	%
Research and development	33.0		3.5		42.7		4.3		102.4		3.7		133.3		4.4
Selling, general and administrative	85.8		9.2		102.5		10.4		259.6		9.3		283.8		9.4
Amortization of intangible assets	19.6		2.1		44.7		4.6		61.4		2.2		122.3		4.0
Goodwill impairment charge	225.7		24.2		150.1		15.3		225.7		8.1		150.1		5.0
Restructuring and other charges, net	18.2		1.9		140.6		14.3		31.8		1.1		144.9		4.8
Total operating costs and expenses	$	1,054.9	113.2	%	$	1,182.1	120.3	%	$	2,649.2	95.1	%	$	2,949.6	97.5	%

Cost of revenue

For the three and nine months ended September 30, 2025, cost of revenue as a percentage of net revenue increased from the prior period, primarily due to (1) the net impacts of inflation on material and logistics costs and pricing recoveries from customers, (2) increases in charges for a slower than expected adoption of electric vehicles, which resulted in excess capacity and other charges, and (3) unfavorable product mix, partially offset by the favorable effect of changes in foreign currency exchange rates.

Research and development expense

For the three and nine months ended September 30, 2025, research and development expense decreased primarily as a result of the divestiture of the Insights Business in the third quarter of 2024 and restructuring actions impacting certain product lines.

Selling, general and administrative expense

For the three months ended September 30, 2025, SG&A expense decreased from the prior period, primarily due to costs and charges related to the third quarter 2024 sale of the Insights Business (including $5.8 million of accelerated vesting of restricted securities granted to employees of the Insights Business). Refer to Note 4: Share-Based Payment Plans and Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information on share-based compensation related to restricted securities and the sale of the Insights Business, respectively.

For the nine months ended September 30, 2025, SG&A expense did not fluctuate materially from the prior periods.

Amortization of intangible assets

For the three and nine months ended September 30, 2025, amortization of intangible assets decreased from the prior period, primarily due to (1) $9.6 million of accelerated amortization related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, (2) the divestiture of the Insights Business, resulting in approximately $6.6 million and $26.2 million, respectively, of lower amortization expense during fiscal year 2025, and (3) the effect of amortization of

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intangible assets in accordance with their expected economic benefit, which generally results in acceleration of amortization expense in the early years of the life of an intangible asset.

Goodwill impairment charge

In the third quarter of 2025, we recorded a $225.7 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment. 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.

In the third quarter of 2024, we recorded a $150.1 million non-cash impairment charge for our Dynapower reporting unit within the Sensing Solutions segment. The primary indicator of impairment was revised projections of future cash flows that were lower than previous projections, including future cash flows that were delayed beyond management's initial expectations.

Refer to Note 13: Fair Value Measures of the Financial Statements, included elsewhere in this Report, for additional information.

Restructuring and other charges, net

In the three months ended September 30, 2025, restructuring and other charges, net decreased from the prior period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024, and (2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, partially offset by charges related to the loss on the sale of the Magnetic Speed and Positioning business in the first quarter of 2025.

In the nine months ended September 30, 2024, restructuring and other charges, net decreased from the prior year period, primarily due to (1) the loss on the sale of the Insights Business in the third quarter of 2024, and 2) charges related to our decision to exit the Spear aerospace and defense business in the third quarter of 2024, partially offset by (1) the loss on the sale of the Magnetic Speed and Positioning business in the first quarter of 2025, and (2) charges associated with the 2H 2024 Plan.

Refer to Note 5: Restructuring and Other Charges, Net and Note 16: Disposals of the Financial Statements, included elsewhere in this Report, for additional information regarding the components of restructuring and other charges, net.

Operating (Loss)/Income

For the three months ended September 30, 2025, operating loss was $122.9 million, compared to the operating loss of $199.2 million in the prior period. This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a $25.1 million decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

For the nine months ended September 30, 2025, operating income was $137.4 million, compared to $75.5 million in the prior period. This favorable impact was driven primarily by (1) a decrease in product line and product lifecycle management charges, (2) a decrease in amortization of intangibles, and (3) cost savings as a result of actions taken as part of our restructuring plans, partially offset by a larger goodwill impairment charge taken in the current year than the prior year.

Interest Expense

For the three and nine months ended September 30, 2025, interest expense did not fluctuate materially from the prior periods.

Interest Income

For the three and nine months ended September 30, 2025, interest income did not fluctuate materially from the prior periods.

Other, Net

Other, net primarily includes currency remeasurement gains and losses on net monetary assets, gains and losses on foreign currency and commodity forward contracts not designated as hedging instruments, mark-to-market gains and losses on investments, losses related to debt refinancing, and the portion of our net periodic benefit cost excluding service cost.

For the three months ended September 30, 2025, other, net represented a net gain of $6.9 million, a favorable impact on

earnings of $19.2 million compared to a net loss of $12.3 million in the prior period. This favorable impact was primarily due to the absence of the loss on the redemption of the 5.0% senior notes due 2025 (the "5.0% Senior Notes") recognized in 2024 and

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a larger gain on commodity forward contracts in the current period.

For the nine months ended September 30, 2025, other, net represented a net gain of $9.9 million, a favorable impact on earnings of $29.7 million compared to a net loss of $19.7 million in the prior period. This favorable impact was primarily due to the absence of a $14.8 million loss recognized in the first quarter of 2024 as a result of observable price changes related to an equity investment held using the measurement alternative, the absence of the loss on the redemption of the 5.0% Senior Notes in the prior year, and a larger gain on commodity forward contracts in the current period.

Refer to Note 13: Fair Value Measures and Note 6: Other, Net of the Financial Statements, included elsewhere in this Report, for additional details of our hedge accounting contracts and the components of other, net, respectively.

Provision for/(benefit from) Income Taxes

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.

Non-GAAP Financial Measures

This section provides additional information regarding certain non-GAAP financial measures, including organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share ("EPS"), free cash flow, adjusted corporate and other expenses, net debt, gross and net leverage ratio, and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"), which are used by our management, Board of Directors, and investors. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees.

The use of our non-GAAP financial measures has limitations. They should be considered as supplemental in nature and are not intended to be considered in isolation from, or as an alternative to, reported net revenue growth (or decline), operating income, operating margin, net income, diluted EPS, net cash provided by operating activities, corporate and other expenses, or total debt and finance lease obligations, respectively, calculated in accordance with U.S. GAAP. In addition, our measures of organic revenue growth (or decline), adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, free cash flow, adjusted corporate and other expenses, gross and net leverage ratio, and adjusted EBITDA may not be the same as, or comparable to, similar non-GAAP financial measures presented by other companies.

Organic revenue growth (or decline) and market outgrowth

Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures and product life-cycle management for the 12-month period following the respective transaction date(s).

We believe that organic revenue growth (or decline) provides investors with helpful information with respect to our operating performance, and we use organic revenue growth (or decline) to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that organic revenue growth (or decline) provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior period.

Market outgrowth is calculated as organic revenue growth less our weighted market growth. Our weighted market growth is calculated using our regional and platform sales mix, as applicable, in the corresponding prior period. Market outgrowth is used to describe the impact of an increasing quantity and value of our products used in customer systems and applications above market growth. We believe this provides a more meaningful comparison of our revenue growth relative to the markets we serve.

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Adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS

We define adjusted operating income as operating income (or loss), determined in accordance with U.S. GAAP, adjusted to exclude certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue determined in accordance with U.S. GAAP. We define adjusted net income as follows: net income (or loss) determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are described under the heading Non-GAAP Adjustments below. Adjusted EPS is calculated by dividing adjusted net income by the number of diluted weighted-average ordinary shares outstanding in the period as determined in accordance with U.S. GAAP.

Management uses adjusted operating income, adjusted operating margin, adjusted net income, and adjusted EPS (and the constant currency equivalent of each) as measures of operating performance, for planning purposes (including the preparation of our annual operating budget), to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies, in communications with our Board of Directors and investors concerning our financial performance, and as factors in determining compensation for certain employees. We believe investors and securities analysts also use these non-GAAP financial measures in their evaluation of our performance and the performance of other similar companies. These non-GAAP financial measures are not measures of liquidity.

Free cash flow

Free cash flow is defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software. Free cash flow conversion is defined as Free cash flow divided by Adjusted net income. We believe free cash flow is useful to management and investors as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to, among other things, fund acquisitions, repurchase ordinary shares, or accelerate the repayment of debt obligations.

Adjusted corporate and other expenses

Adjusted corporate and other expenses is defined as corporate and other expenses calculated in accordance with U.S. GAAP, excluding the portion of non-GAAP adjustments described below that relate to corporate and other expenses. We believe adjusted corporate and other expenses is useful to management and investors in understanding the impact of non-GAAP adjustments on operating expenses not allocated to our segments.

Adjusted EBITDA

Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, and provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) other, net. Refer to Non-GAAP Adjustments below for additional discussion of these adjustments.

Gross leverage ratio

Gross leverage ratio represents gross debt (total debt and finance lease obligations) divided by last twelve months ("LTM") adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.

Net leverage ratio

Net leverage ratio represents net debt (total debt, finance lease and other financing obligations less cash and cash equivalents) divided by LTM adjusted EBITDA. We believe that the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.

Non-GAAP Adjustments

Many of our non-GAAP adjustments relate to a series of strategic initiatives developed by our management aimed at better positioning us for future revenue growth and an improved cost structure. These initiatives have been modified from time to time to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives include, among other items, acquisitions, divestitures, restructurings of certain business, supply chain or corporate activities, and various financing transactions. We describe these adjustments in more detail below, each of which is net of current tax impacts, as applicable.

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• Restructuring related and other : includes net charges related to certain restructuring and other exit activities, other costs (or income) that we believe are either unique or unusual to the identified reporting period, and the impact of commodity forward contacts that we believe impact comparisons to prior period operating results. Such costs include charges related to optimization of our manufacturing processes to increase productivity. This type of activity occurs periodically; however, each action is unique, discrete, and driven by various facts and circumstances. Such amounts are excluded from internal financial statements and analyses that management uses in connection with financial planning and in its review and assessment of our operating and financial performance, including the performance of our segments.

• Financing and other transaction costs : includes costs incurred, such as legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or equity financing transaction, expenses related to compensation arrangements entered into concurrent with the closing of an acquisition, adjustments related to changes in the fair value of acquisition-related contingent consideration amounts, and historical adjustments to exclude step-up depreciation in our non-GAAP measures. Beginning with the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures. Prior periods have not been recast.

• Amortization of intangible assets : includes amortization of intangible assets. Beginning with the three months ended December 31, 2024, we started adjusting operating income and net income to exclude the amortization of all our intangible assets. Prior periods have not been recast.

• Other, net: includes expenses (or income) recorded within Other, net on our condensed consolidated statements of operations. Beginning with the three months ended March 31, 2025, we started adjusting net income to exclude the impacts of these losses (or gains). Prior periods have been recast. Refer to Note 6: Other, Net of the Financial Statements, included elsewhere in this Quarterly Report, for additional details of the components of Other, net.

• Deferred taxes and other tax related : includes adjustments for deferred taxes and other timing differences including, but not limited to, book-to-tax basis differences on the fair value of intangible assets and goodwill, the utilization of net operating losses, and adjustments to our valuation allowance in connection with certain transactions and tax law changes. Other tax related items include certain adjustments to unrecognized tax benefits and withholding tax on repatriation of foreign earnings.

• Amortization of debt issuance costs: represents interest expense related to the amortization of deferred financing costs as well as debt discounts, net of premiums.

• Where applicable, the current income tax effect of non-GAAP adjustments.

Our definition of adjusted net income excludes the deferred provision for (or benefit from) income taxes and other tax related items described above. As we treat deferred income taxes as an adjustment to compute adjusted net income, the deferred income tax effect associated with the reconciling items presented below would not change adjusted net income for any period presented.

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Non-GAAP reconciliations

The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the three months ended September 30, 2025 and 2024. Refer to the Non-GAAP Adjustments section above for additional information regarding these adjustments. Amounts and percentages in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the three months ended September 30, 2025
(Dollars in millions, except per share amounts)	Operating (Loss)/Income		Operating Margin		Income Taxes		Net (Loss)/Income		Diluted EPS
Reported (GAAP)	$	(122.9)	(13.2)	%	$	14.1	$	(162.5)	$	(1.12)
Non-GAAP adjustments:
Restructuring related and other (a)	267.9		28.7		(4.0)		263.9		1.81
Financing and other transaction costs (b)	15.0		1.6		—		15.0		0.10
Amortization of intangible assets (c)	19.6		2.1		—		19.6		0.13

Amortization of debt issuance costs	—		—		—		1.2		0.01
Other, net	—		—		1.4		(5.4)		(0.04)
Deferred taxes and other tax related	—		—		(2.1)		(2.1)		(0.01)
Total adjustments	302.5		32.5		(4.7)		292.1		2.01
Adjusted (non-GAAP)	$	179.6	19.3	%	$	18.8	$	129.6	$	0.89


	For the three months ended September 30, 2024
(Dollars in millions, except per share amounts)	Operating (Loss)/Income		Operating Margin		Income Taxes		Net (Loss)/Income		Diluted EPS
Reported (GAAP)	$	(199.2)	(20.3)	%	$	(219.6)	$	(25.0)	$	(0.17)
Non-GAAP adjustments:
Restructuring related and other (a)	211.9		21.6		(1.2)		210.7		1.40
Financing and other transaction costs (b)	132.2		13.4		(0.5)		131.6		0.87
Amortization of intangible assets (c)	43.5		4.4		—		43.5		0.29
Amortization of debt issuance costs	—		—		—		1.3		0.01
Other, net	—		—		(0.7)		11.6		0.08
Deferred taxes and other tax related	—		—		(239.2)		(239.2)		(1.59)
Total adjustments	387.6		39.4		(241.6)		159.6		1.06
Adjusted (non-GAAP)	$	188.4	19.2	%	$	22.1	$	134.6	$	0.89

The following tables present reconciliations of certain financial measures calculated in accordance with U.S. GAAP to the related non-GAAP financial measures for the nine months ended September 30, 2025 and 2024.


	For the nine months ended September 30, 2025
(Dollars in millions, except per share amounts)	Operating Income		Operating Margin		Income Taxes		Net (Loss)/Income		Diluted EPS
Reported (GAAP)	$	137.4	4.9	%	$	79.9	$	(31.9)	$	(0.22)
Non-GAAP adjustments:
Restructuring related and other (a)	302.5		10.9		(3.1)		299.4		2.04
Financing and other transaction costs (b)	24.0		0.9		0.1		24.1		0.16
Amortization of intangible assets (c)	61.4		2.2		—		61.4		0.42
Amortization of debt issuance costs	—		—		—		3.5		0.02
Other, net	—		—		0.9		(9.1)		(0.06)
Deferred taxes and other tax related	—		—		26.2		26.2		0.18
Total adjustments	387.9		13.9		24.0		405.5		2.76
Adjusted (non-GAAP)	$	525.2	18.8	%	$	55.9	$	373.6	$	2.54

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	For the nine months ended September 30, 2024
(Dollars in millions, except per share amounts)		Operating Income		Operating Margin		Income Taxes		Net Income		Diluted EPS
Reported (GAAP)		$	75.5	2.5	%	$	(169.7)	$	122.7	$	0.81
Non-GAAP adjustments:
Restructuring related and other (a)		240.6		8.0		(2.4)		238.2		1.58
Financing and other transaction costs (b)		139.5		4.6		(1.7)		137.8		0.91
Amortization of intangible assets (c)		118.0		3.9		—		118.0		0.78
Amortization of debt issuance costs		—		—		—		4.5		0.03
Other, net		—		—		0.7		20.4		0.14
Deferred taxes and other tax related		—		—		(233.8)		(233.8)		(1.55)
Total adjustments		498.1		16.5		(237.2)		285.1		1.89
Adjusted (non-GAAP)		$	573.6	19.0	%	$	67.5	$	407.8	$	2.70

(a) The following table presents the components of our restructuring related and other non-GAAP adjustment to net income for the three and nine months ended September 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):


	For the three months ended September 30,				For the nine months ended September 30,
(In millions)	2025		2024		2025		2024
Business and corporate repositioning (i)	$	6.1	$	61.8	$	40.4	$	90.5
Other (ii)	261.8		150.1		262.1		150.1
Income tax effect	(4.0)		(1.2)		(3.1)		(2.4)
Total non-GAAP restructuring related and other	$	263.9	$	210.7	$	299.4	$	238.2

__________________________

i. Primarily includes charges related to repositioning our business and corporate functions to more effectively respond to the challenges that face the business, including severance, contract termination costs, charges related to asset write-downs, and other various restructuring-related charges.

ii. Relates primarily to $225.7 million and $150.1 million in non-cash goodwill impairment charges recognized in the third quarter of 2025 and 2024, respectively, related to the Dynapower reporting unit. Also includes costs related to optimization of our manufacturing processes to increase productivity and rationalize our manufacturing footprint and supply chain workforce rationalization in response to changing customer demand and recent U.S. Government policy changes.

(b) The following table presents the components of our financing and other transaction costs non-GAAP adjustment to net income for the three and nine months ended September 30, 2025 and 2024 (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):


	For the three months ended September 30,				For the nine months ended September 30,
(In millions)	2025		2024		2025		2024
Transaction loss (i)	$	14.5	$	121.4	$	23.1	$	124.1
Merger and acquisition compensation arrangements (ii)	0.5		10.5		0.9		14.6

Acquisition-related depreciation	—		0.3		—		0.8
Income tax effect	—		(0.5)		0.1		(1.7)
Total financing and other transaction costs	$	15.0	$	131.6	$	24.1	$	137.8

__________________________

i. Primarily includes losses or gains related to the divestiture of a business, costs incurred, including for legal, accounting, and other professional services, that are directly related to an acquisition, divestiture, or other transaction. In the nine months ended September 30, 2025, this line includes costs and losses associated with the disposition of the MSP Business. In the three and nine months ended September 30, 2024, this line includes costs and losses associated with the sale of the Insights business. Refer to Note 16: Disposals for further information on this transaction.

ii. Primarily relates to earnout compensation arrangements entered into concurrent with the closing of an acquisition and compensation in connection with the closing of a transaction.

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(c) In the three months ended December 31, 2024, we discontinued the use of adjustments to exclude step-up depreciation in our non-GAAP measures and we adjusted operating income and net income to exclude the amortization of all our intangible assets. The three and nine months ended September 30, 2024 have not been recast. If we had recast this non-GAAP measure for the three and nine months ended September 30, 2024, adjusted operating income and adjusted net income would have increased by an additional $1.2 million and $4.4 million, respectively.

The following table provides a reconciliation of net cash provided by operating activities in accordance with U.S. GAAP to free cash flow.


	For the nine months ended September 30,
(In millions)	2025		2024
Net cash provided by operating activities (GAAP)	$	420.0	$	380.8
Additions to property, plant and equipment and capitalized software	(81.6)		(126.8)
Free cash flow (non-GAAP)	$	338.4	$	254.1

The following table provides a reconciliation of corporate and other expenses in accordance with U.S. GAAP to adjusted corporate and other expenses.


	For the three months ended September 30,				For the nine months ended September 30,
(In millions)	2025		2024		2025		2024
Corporate and other expenses (GAAP)	$	(100.1)	$	(102.3)	$	(238.4)	$	(244.0)
Restructuring related and other	37.8		34.2		66.4		60.5
Financing and other transaction costs	1.3		19.2		2.6		24.6



Total adjustments	39.1		53.4		69.1		85.1
Adjusted corporate and other expenses (non-GAAP)	$	(61.1)	$	(49.0)	$	(169.3)	$	(158.9)

The following table provides a reconciliation of net (loss)/income in accordance with U.S. GAAP to adjusted EBITDA.


			For the three months ended September 30,				For the nine months ended September 30,
(In millions)	LTM		2025		2024		2025		2024
Net (loss)/income	$	(26.1)	$	(162.5)	$	(25.0)	$	(31.9)	$	122.7
Interest expense, net	136.1		32.4		33.1		99.3		102.8
Provision for/(benefit from) income taxes	109.3		14.1		(219.6)		79.9		(169.7)
Depreciation expense	194.1		53.4		33.7		127.7		100.7
Amortization of intangible assets	84.8		19.6		44.7		61.4		122.3
EBITDA	498.1		(43.1)		(133.1)		336.3		278.8
Non-GAAP adjustments
Restructuring related and other	321.0		247.0		211.9		274.0		240.6
Financing and other transaction costs	18.4		15.0		131.9		24.0		138.7

Other, net	(8.2)		(6.9)		12.3		(9.9)		19.7
Adjusted EBITDA	$	829.3	$	212.1	$	223.0	$	624.4	$	677.9

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The following table provides a reconciliation of total debt and finance lease obligations in accordance with U.S. GAAP to gross and net debt balances and leverage ratios.


(Dollars in millions)	September 30, 2025		December 31, 2024
Current portion of long-term debt and finance lease obligations	$	2.2	$	2.4
Finance lease obligations, less current portion	19.6		21.0
Long-term debt, net	3,181.4		3,176.1
Total debt and finance lease obligations	3,203.2		3,199.5
Less: debt premium, net	0.8		1.0
Less: deferred financing costs	(19.4)		(24.9)
Total gross indebtedness	$	3,221.8	$	3,223.4
Adjusted EBITDA (LTM)	$	829.3	$	882.8
Gross leverage ratio	3.9		3.7

Total gross indebtedness	$	3,221.8	$	3,223.4
Less: cash and cash equivalents	791.3		593.7
Net debt	$	2,430.5	$	2,629.7

Adjusted EBITDA (LTM)	$	829.3	$	882.8
Net leverage ratio	2.9		3.0

Liquidity and Capital Resources

As of September 30, 2025 and December 31, 2024, we held cash and cash equivalents in the following regions (amounts have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):


(In millions)	September 30, 2025		December 31, 2024
United Kingdom	$	3.5	$	4.4
United States	5.8		6.9
The Netherlands	575.4		256.3
China	133.5		272.2
Other	73.1		53.9
Total	$	791.3	$	593.7

The amount of cash and cash equivalents held in these geographic regions fluctuates throughout the year due to a variety of factors, such as our use of intercompany loans and dividends and the timing of cash receipts and disbursements in the normal course of business. Our earnings are not considered to be permanently reinvested in certain jurisdictions in which they were earned. We recognize a deferred tax liability on these unremitted earnings to the extent the remittance of such earnings cannot be recovered in a tax-free manner.

In certain jurisdictions, our cash balances are subject to withholding taxes immediately upon withdrawal of funds to a different jurisdiction. In addition, in order to take advantage of incentive programs offered by various jurisdictions, including tax incentives, we are required to maintain minimum cash balances in these jurisdictions. The transfer of cash from these jurisdictions could result in loss of incentives or higher cash tax expense, but those impacts are not expected to be material.

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Our cash and cash equivalents balances are held in the following significant currencies (amounts in the tables below have been calculated based on unrounded numbers, accordingly, certain amounts may not appear to recalculate due to the effect of rounding):


	As of September 30, 2025
(In millions)	United States Dollar ("USD")		Euro ("EUR")		British Pound Sterling ("GBP")		Chinese Renminbi ("CNY")		Other
United Kingdom	$	0.4	€	0.0	£	2.2	¥	—
United States	5.8		0.1		0.0		—
The Netherlands	561.9		11.4		0.2		—
China	53.2		—		—		571.6
Other	52.9		2.1		—		—
Total	$	674.2	€	13.6	£	2.4	¥	571.6
USD Equivalent			$	15.9	$	3.2	$	80.3	$	17.7


	As of December 31, 2024
(In millions)	USD		EUR		GBP		CNY		Other
United Kingdom	$	0.1	€	0.0	£	3.1	¥	—
United States	6.9		0.0		0.0		—
The Netherlands	247.8		7.4		0.5		—
China	73.1		—		—		1,453.6
Other	41.3		2.3		—		—
Total	$	369.2	€	9.7	£	3.6	¥	1,453.6
USD Equivalent			$	10.1	$	4.5	$	199.2	$	10.7

Cash Flows:

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2025 and 2024. We have derived these summarized statements of cash flows from the Financial Statements included elsewhere in this Report. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.


	For the nine months ended
(In millions)	September 30, 2025		September 30, 2024
Net cash provided by/(used in):
Operating activities:
Net (loss)/income adjusted for non-cash items	$	443.6	$	423.3
Changes in operating assets and liabilities, net	(23.6)		(37.2)
Other	—		(5.2)
Operating activities	420.0		380.8
Investing activities	(44.4)		15.2
Financing activities	(181.0)		(400.3)
Effects of exchange rate differences	3.1		2.4
Net change	$	197.7	$	(1.9)

Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2025 increased compared to the corresponding period of the prior year, primarily due to favorable changes in working capital, partially offset by lower cash provided by earnings.

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2025 was $44.4 million compared to cash provided of $15.2 million for the corresponding period of the prior year. This change was primarily due to lower proceeds received from the sale of the MSP Business in 2025 compared to the proceeds received from the sale of the Insights Business in 2024 and lower capital expenditures in the current period. Refer to Note 16: Disposals for additional information. For fiscal year 2025, we may spend up to $150.0 million on capital expenditures, which we expect to fund with cash on hand.

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Financing activities . Net cash used in financing activities for the nine months ended September 30, 2025 was $181.0 million compared to cash used in financing activities of $400.3 million in the corresponding period of the prior year. This change was primarily due to the early redemption of our $700.0 million 5.0% Senior Notes in the third quarter of 2024, the increase in the amount of cash paid to repurchase ordinary shares in the current period, and the payment of $79.4 million to repurchase the remaining equity interest in a joint venture in the prior year, and was partially offset by the issuance of the 6.625% senior notes due 2032 in the second quarter of 2024. Refer to Note 12: Shareholders' Equity for additional information.

Indebtedness and Liquidity

As of September 30, 2025, we had $3.2 billion in gross indebtedness, which includes finance lease obligations and excludes debt discounts, premiums, and deferred financing costs.

Capital Resources

Senior Secured Credit Facilities

In September, 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.

Sources of liquidity

Our sources of liquidity include cash on hand, cash flows from operations, and available capacity under the Revolving Credit Facility. 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. 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. This Revolving Credit Facility includes an accordion feature under which maximum borrowings may be increased under certain circumstances.

We believe, based on our current level of operations and taking into consideration the restrictions and covenants included in the Credit Agreement, Revolving Credit Facility, and Senior Notes Indentures, that the sources of liquidity described above will be sufficient to fund our operations, capital expenditures, dividend payments, ordinary share repurchases, and debt service for at least the next twelve months. However, we cannot make assurances that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Further, our highly-leveraged nature may limit our ability to procure additional financing in the future.

Our ability to raise additional financing, and our borrowing costs, may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of October 21, 2025, Moody’s Investors Service’s corporate credit rating for STBV was Ba2 with a stable outlook, and Standard & Poor’s corporate credit rating for STBV was BB+ with a stable outlook. Any future downgrades to STBV's credit ratings may increase our future borrowing costs but will not reduce availability under the Credit Agreement.

Restrictions and Covenants

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 some or all of 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 upon the incurrence of certain indebtedness (excluding any permitted indebtedness). These provisions were not triggered during the nine months ended September 30, 2025.

The Credit Agreement and the Senior Notes Indentures contain restrictions and covenants that limit the ability of our wholly-owned subsidiary, STBV, and certain of its subsidiaries to, among other things, incur subsequent indebtedness, sell assets, pay dividends, and make other restricted payments. For a full discussion of these restrictions and covenants, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources included in our 2024 Annual Report. These restrictions and covenants, which are subject to important exceptions and qualifications set forth in the Credit Agreement and Senior Notes Indentures, were taken into consideration when we established our share repurchase

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programs and will be evaluated periodically with respect to future potential funding of those programs. As of September 30, 2025, we believe we were in compliance with all covenants and default provisions under our credit arrangements.

Share repurchase programs

From time to time, our Board of Directors has authorized various share repurchase programs, which may be modified or terminated by our Board at any time. We currently have authorization for the September 2023 Program, under which approximately $282.4 million remained available as of September 30, 2025. In the nine months ended September 30, 2025, and 2024, we repurchased 4.2 million and 1.3 million ordinary shares under the September 2023 Program.

Dividends

In the nine months ended September 30, 2025 and 2024, we paid aggregate cash dividends of $52.9 million and $54.3 million, 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.

Tender Offer

In October 2025, we 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.

Critical Accounting Policies and Estimates

For a discussion of the critical accounting policies that require the use of significant judgments and estimates by management, refer to Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates included in our 2024 Annual Report. The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. No material changes to our critical accounting policies and estimates, as previously disclosed, have occurred during the first nine months of 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

No significant changes to our market risk have occurred since December 31, 2024. For a discussion of market risks affecting us, refer to Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk included in our 2024 Annual Report.

Item 4. Controls and Procedures.

The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting referred to in these certifications. These certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were

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not effective at the reasonable assurance level because of the existence of material weaknesses as described below. As of December 31, 2024, the Company identified material weaknesses in maintaining an appropriate internal control environment. The Company did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring. Additionally, the Company's control activities did not adequately and consistently establish policies, procedures, information protocols and communications to design and operate effective controls, due in part, to a lack of appropriate accounting personnel, impacting areas such as inventory and account reconciliation processes in our Americas Accounting and Shared Services teams located in Mexico.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Although these material weaknesses did not result in a material misstatement to our audited consolidated financial statements for the year ended December 31, 2024, they have been identified as material weaknesses because there is a possibility that they could lead to a material misstatement of account balances or disclosures.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation Plan

We have devoted a significant amount of time and resources towards remediation of the material weaknesses. We will continue to execute on our remediation plan until the material weaknesses are remediated. Actions taken to date, and expected to be taken, include the following:

• Completion of an internal organizational assessment to identify gaps in knowledge and staffing levels and consider potential reorganization of our teams.

• Hiring of additional accounting and IT personnel, including a new Chief Accounting Officer in May 2024, with the appropriate level of knowledge, training, and experience to improve our internal control over financial reporting and IT capabilities. We continue to recruit for additional resources.

• Engaged a third party to assist in development and formalization of a risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting based on criteria established in the COSO framework. We are in various stages of this risk assessment process and control development process, including assessing and documenting control gaps and remediating existing control gaps.

• Implemented a global system to enhance our account reconciliation process, increase monitoring capabilities, and improve our consistency.

• Assessed the specific training needs for newly hired and existing personnel and developed and delivered training programs designed to enhance our internal controls over financial reporting.

• Enhanced the procedures regarding our annual physical inventory counts, including employee training in performing annual physical counts and clarification of instructions as to the process for recording adjustments to inventory as a result of physical counts. We have completed physical inventories at all of our locations.

We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control processes. However, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with United States generally accepted accounting principles. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in

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decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Information regarding risk factors appears in Part I, Item 1A: Risk Factors , included in our 2024 Annual Report. There have been no material changes to the risk factors disclosed therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased (in shares) (1)	Weighted-Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs (in millions)
July 1 through July 31, 2025	1,393	$	30.86	—	$	282.4
August 1 through August 31, 2025	18,950	$	29.93	—	$	282.4
September 1 through September 30, 2025	1,365	$	32.54	—	$	282.4
Quarter total	21,708	$	30.16	—	$	282.4

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(1) The total number of ordinary shares purchased includes ordinary shares that were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan. There were 1,393, 18,950, and 1,365 ordinary shares withheld in July 2025, August 2025, and September 2025, respectively, representing a total aggregate fair value of $0.7 million based on the closing price of our ordinary shares on the date of withholdings.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.


Exhibit No.						Description

3.1						Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).

10.1						Amendment No. 14 to Credit Agreement, dated as of September 24, 2025, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., Sensata Technologies B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto (incor porated by reference to Exhibit 10.1 of the R egistrant 's Current Report on Form 8-K filed on September 29, 2025).

10.2						E mploy ment Agreement , date d June 23, 2025, between Nic olas Bardot and Sensata Technologies, In c. *

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.3						Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. 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 because its XBRL tags are embedded within the Inline XBRL document.

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 (formatted as inline XBRL and contained in Exhibit 101).

___________________________________

* Filed herewith

† Indicates management contract or compensatory plan, contract or arrangement.

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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.

Date: November 3, 2025


SENSATA TECHNOLOGIES HOLDING PLC

/s/ Stephan von Schuckmann
(Stephan von Schuckmann) Chief Executive Officer (Principal Executive Officer)

/s/ Andrew Lynch
(Andrew Lynch) Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Richard Siedel
(Richard Siedel) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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Part I, Item 1A: Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018). 10.1 Amendment No. 14 to Credit Agreement, dated as of September 24, 2025, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., Sensata Technologies B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto(incorporated by reference to Exhibit 10.1 of the Registrant'sCurrent Report on Form 8-K filed on September 29, 2025). 10.2 Employment Agreement,dated June 23, 2025,between Nicolas Bardot and Sensata Technologies, Inc.* 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.*

ST 10-Q Quarter ended Sept. 30, 2025

Exhibits