Financial Analysis

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. Other Matters Following the February 2026 ruling by the United States Supreme Court striking down certain tariffs imposed under the International Emergency Economic Powers Act, U.S. Customs and Border Protection has since announced steps toward an administrative process to address potential tariff refunds. However, the availability, timing, and amount of any potential refunds remain uncertain and are subject to ongoing legal, regulatory, and administrative developments.

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"Debt Tender Offer In May 2026, Sensata Technologies B.V. and Sensata Technologies, Inc., our indirect, wholly owned subsidiaries, announced the commencement of a cash tender offer for up to $400.0 million of aggregate cash consideration payable for the 4.0% Senior Notes, the 4.375% Senior Notes due 2030 (the ""4.375% Senior Notes""), and the 5.875% Senior Notes due 2030 (the ""5.875% Senior Notes""). In June 2026, we purchased $406.1 million in aggregate principal amount of the 4.0% Senior Notes that were validly tendered in connection with that tender offer. We paid $400.0 million in cash in the aggregate for such purchase. We did not purchase any 4.375% Senior Notes or 5.875% Senior Notes in these tender offers. Summary The following table presents the components of long-term debt, net and finance lease obligations as of June 30, 2026 and December 31, 2025: Maturity Date June 30, 2026 December 31, 2025 4.0% Senior Notes April 15, 2029 $ 239.9 $ 646.0 4.375% Senior Notes February 15, 2030 450.0 450.0 5.875% Senior Notes September 1, 2030 500.0 500.0 3.75% Senior Notes February 15, 2031 750.0 750.0 6.625% Senior Notes July 15, 2032 500.0 500.0 Plus: debt premium, net of discount 0.2 0.5 Less: deferred financing costs (15.3) (17.9) Long-term debt, net $ 2,424.8 $ 2,828.6 Finance lease obligations $ 20.1 $ 21.2 Less: current portion (2.4) (2.3) Finance lease obligations, less current portion $ 17.7 $ 18.9 Our indebtedness as of June 30, 2026 and December 31, 2025 consists of v …

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"Share-Based Payment Plans The following table presents the components of non-cash compensation expense related to our equity awards for the three and six months ended June 30, 2026 and 2025: For the three months ended For the six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Restricted securities $ 7.2 $ 4.5 $ 14.0 $ 11.4 Share-based compensation expense $ 7.2 $ 4.5 $ 14.0 $ 11.4 Equity Awards During the second quarter of 2026, the Company's board of directors adopted an amendment to the 2021 Equity Incentive Plan to increase the number of shares that may be awarded by 2,890,000 shares, bringing the total to 8,590,000 shares. We granted the following restricted stock units (""RSUs"" and each, an ""RSU"") and performance-based restricted stock units (""PRSUs"" and each, a ""PRSU"") under the Sensata Technologies Holding plc 2021 Equity Incentive Plan during the six months ended June 30, 2026: Awards Granted To: Type of Award Number of Units Granted (in thousands) Weighted Average Grant Date Fair Value Directors RSU (1) 38 $ 49.65 Various executives and employees RSU (2) 735 $ 35.33 Various executives and employees PRSU (3) 206 $ 35.31 Various executives and employees PRSU (4) 206 $ 43.08 ____________________________________ (1) These RSUs cliff vest one year from the grant date (in June 2027). (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 …

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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 June 30, 2026 and December 31, 2025 are shown in the below table. June 30, 2026 December 31, 2025 Assets Cash equivalents (Level 1) $ 157.8 $ 406.1 Foreign currency forward contracts (Level 2) 28.5 18.3 Commodity forward contracts (Level 2) 10.6 21.2 Total $ 196.9 $ 445.6 Liabilities Foreign currency forward contracts (Level 2) $ 3.7 $ 17.4 Commodity forward contracts (Level 2) 0.8 0.3 Total $ 4.5 $ 17.7 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. 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 June 30, 2026 and December 31, 2025. All fair value measures presented are categorized in Level 2 of the fair value hierarchy. June 30, 2026 December 31, 2025 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Liabilities 4.0% Senior Notes $ 239.9 $ 233.4 $ 646.0 $ 632.2 4.375% Senior Notes $ 450.0 $ 437.9 $ 450.0 $ 439.8 5.875% Senior Notes $ 500.0 $ 502.8 $ 500.0 $ 507.9 3.75% Senior Notes $ 750.0 $ 702.4 $ 750.0 $ 703.1 6.625% Senior Note …

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Income Taxes The following table presents the provision for income taxes for the three and six months ended June 30, 2026 and 2025: For the three months ended For the six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Provision for income taxes $ 30.3 $ 45.1 $ 58.8 $ 65.8 The provision for income taxes consists of (1) current tax expense, which relates primarily to our profitable operations in tax jurisdictions with limited or no net operating loss carryforwards and withholding taxes related to management fees, royalties, and the repatriation of foreign earnings; and (2) deferred tax expense (or benefit), which represents adjustments in book-to-tax basis differences primarily related to (a) book versus tax basis in intangible assets, (b) changes in net operating loss carryforwards and tax credits, and (c) changes in withholding taxes on unremitted earnings. In July 2025, the U.S. enacted Public Law 119-21 (commonly referred to as the One Big Beautiful Bill Act). The legislation includes multiple tax provisions with varying effective dates, certain of which became effective January 1, 2025 and others in later periods through 2027. As a multinational company with significant U.S. operations, the Company continues to evaluate the provisions of the legislation and related interpretive guidance. While the Company does not currently expect the adoption of Public Law 119-21 to have a material impact on its consolidated financial statements, the assessment of ce …

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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 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 development methods. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods wi …

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Restructuring and Other Charges, Net Transformation Plan In the year ended December 31, 2025, we committed to a plan to reorganize our business (the Transformation Plan). The Transformation Plan, consisting of leadership transitions, involuntary reductions-in-force, site closures, and other cost-savings initiatives, was commenced to competitively reposition ourselves to capture growth from evolving market conditions. Over the life of the Transformation Plan, we expect to incur restructuring charges of between $16.0 million and $24.0 million, primarily related to reductions-in-force and related site closure costs. All restructuring costs are excluded from segment results. The majority of the actions under the Transformation Plan are expected to be completed on or before June 30, 2028. We expect to settle these charges with cash on hand. Summary The following table presents the components of restructuring and other charges, net for the three and six months ended June 30, 2026, and 2025: For the three months ended For the six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Transformation Plan $ 5.1 $ $ 9.5 $ Other plans, net 0.4 3.2 0.8 6.6 Other restructuring and other charges, net Severance charges, net 1.3 (0.1) 1.2 Transaction related charges (7.2) (8.2) 4.4 Facility and other charge 2.2 1.4 Restructuring and other charges, net $ (1.7) $ 6.6 $ 2.0 $ 13.6 The following table presents a rollforward of our severance liability, which is primarily related to …

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Revenue Recognition We recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. The majority of our revenue is derived from the sale of tangible products whereby (1) control of the product transfers to the customer at a point in time, (2) we recognize revenue at a point in time, and (3) the underlying contract is a purchase order that establishes a firm purchase commitment for a short period of time. Our standard terms of sale provide our customers with a limited warranty against faulty workmanship and the use of defective materials. We have elected to apply certain practical expedients that allow for more limited disclosures than those that would otherwise be required by FASB ASC Topic 606, including (1) the disclosure of transaction price allocated to the remaining unsatisfied performance obligations at the end of the period and (2) an explanation of when we expect to recognize the related revenue. We believe that our geographic regions are the categories that best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 15: Segment Reporting for additional information.

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"Segment Reporting We present financial information for three reportable segments, Automotive, Industrials, and Aerospace, Defense, and Commercial Equipment. In the last quarter of 2025, we realigned our segments as a result of organizational changes that better allocate our resources to support changes to our business strategy. Refer to Note 1: Basis of Presentation for additional information. Our operating segments are business segments that we manage as components of an enterprise, for which separate financial information is evaluated regularly by our chief operating decision maker (""CODM""), who is our chief executive officer, in deciding how to allocate resources and assess performance. An operating segments 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 segments 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 resources to each segment. We believe that segment oper …

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Shareholders' Equity Cash Dividends In the three and six months ended June 30, 2026, we paid aggregate cash dividends of $17.5 million and $34.9 million, respectively, compared to $17.6 million and $35.5 million in the three and six months ended June 30, 2025, respectively. In July 2026, we announced that our Board of Directors approved a quarterly dividend of $0.12 per share, payable in August 2026 to shareholders of record as of August 12, 2026. 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 June 30, 2026 we did not purchase any shares under our share repurch …

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Subsequent EventsIn July 2026, we entered into a settlement agreement with a customer related to the cancellation of an electric vehicle program. During the third quarter of 2026, we expect to receive a payment of $24.0million from this customer under the terms of the settlement agreement. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing