ST

• Second quarter 2026 revenue was $990.6 million, an increase of 5.0% compared to $943.4 million in Q2 2025; organic revenue rose 4.4%.
• GAAP EPS was $0.70, up 70.7% from $0.41; adjusted EPS was $0.98, up 12.6% from $0.87.
• Free cash flow was $186.4 million in Q2 2026, with a 130% conversion rate; the company completed a $400 million cash tender offer to retire approximately $406 million of long-term debt.
• For Q3 2026, Sensata expects revenue of $957 to $987 million and adjusted EPS of $0.93 to $0.97.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All 11 director nominees were elected for one-year terms, each receiving over 131 million votes for.
• Shareholders approved the advisory say-on-pay resolution and chose a frequency of every year for future say-on-pay votes.
• The appointment of Deloitte & Touche LLP as independent auditor and Deloitte Ireland LLP as U.K. statutory auditor for fiscal 2026 were ratified.
• All other proposals, including the 2021 Equity Incentive Plan amendment, share repurchase contracts, and equity issuance authorizations, were approved.

5.07 Submission of Matters to a Vote of Security Holders

• On June 1, 2026, Sensata Technologies Holding plc and its subsidiaries announced early tender results for cash tender offers on certain senior notes.
• STBV 2029 Notes tendered totaled $553.58 million, exceeding the increased cap; expected acceptance is about $406.091 million principal at $985 per $1,000.
• STBV 2029 Notes will be prorated at approximately 69.1448%; STI 4.375% 2030 notes and STBV 5.875% 2030 notes are not expected to be accepted.
• Early settlement is expected on June 2, 2026; the tender offers expire June 15, 2026, with no further tenders expected to be accepted.
• event_type

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The tender offers cover three series: 4.000% Senior Notes due 2029 (Sensata Technologies B.V.), 4.375% Senior Notes due 2030 (Sensata Technologies, Inc.), and 5.875% Senior Notes due 2030 (Sensata Technologies B.V.).
• Holders who tender by the Early Tender Deadline of May 29, 2026, at 5:00 p.m. New York City time will receive an early tender premium of $50 per $1,000 principal amount, in addition to the applicable Total Consideration.
• The tender offers expire on June 15, 2026, at 5:00 p.m. New York City time, unless extended or earlier terminated; early settlement is expected on or after June 2, 2026, and final settlement on June 17, 2026.
• Goldman Sachs & Co. LLC and Barclays Capital Inc. are serving as dealer managers, and D.F. King & Co., Inc. as tender and information agent.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP operating income was $141.6 million (15.2% of revenue), up from $122.2 million (13.4%) in Q1 2025.
• Adjusted operating income was $174.0 million (18.6% of revenue), up 4.5% from $166.5 million in Q1 2025.
• Diluted EPS was $0.59, up 25.5% from $0.47; adjusted EPS was $0.86, up 10.3% from $0.78.
• Q2 2026 guidance: revenue of $950-$980 million and adjusted EPS of $0.89-$0.95.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Q4 2025 GAAP EPS was $0.43, up from $0.04; adjusted EPS was $0.88, up 18.9% from $0.74.
• Full-year 2025 revenue was $3,704.5 million, down 5.8% from $3,932.8 million; organic revenue was roughly flat.
• Full-year 2025 GAAP EPS was $0.21, down from $0.85; adjusted EPS was $3.42, down 0.6% from $3.44.
• Q1 2026 guidance: revenue of $917-$937 million and adjusted EPS of $0.81-$0.85.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On January 20, 2026, Sensata's Compensation Committee approved compensation changes for CEO Stephan von Schuckmann and CFO Andrew Lynch.
• CEO receives long-term incentive award with grant-date value of $8,700,000, granted April 1, 2026 under the 2021 Equity Incentive Plan.
• CFO base salary increases from $540,000 to $650,000 effective April 1, 2026.
• CFO receives long-term incentive award with grant-date value of $1,500,000, granted April 1, 2026 under the 2021 Equity Incentive Plan.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Mr. Verras will continue in his current role through December 31, 2025, and his departure is not due to any disagreement with the Company.
• He will receive cash severance of $600,000 (12 months' base salary) payable in installments over 12 months starting January 1, 2026.
• He will also receive an average bonus payment equal to 100% of his average bonus for 2024 and 2025, a 2025 annual bonus lump sum, and continued health/dental benefits during the severance period.
• The agreement includes customary provisions on release of claims, non-disparagement, cooperation, and return of company property.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits