Sensata Technologies Files 8-K: Operations, Impairments, Personnel Changes

TL;DR

Sensata 8-K dropped: financial results, impairments, and exec changes are in. Check it.

AI Summary

Sensata Technologies Holding plc filed an 8-K on October 28, 2025, reporting on results of operations, material impairments, changes in directors and officers, and other events. The filing also includes financial statements and exhibits. The company's fiscal year ends on December 31st.

Why It Matters

This 8-K filing provides crucial updates on Sensata Technologies' financial performance, potential asset value reductions, and executive/board changes, which can significantly impact investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — The filing covers material impairments and changes in officers/directors, which can indicate underlying business challenges or strategic shifts.

Key Players & Entities

• Sensata Technologies Holding plc (company) — Filer of the 8-K
• October 28, 2025 (date) — Date of the earliest event reported
• December 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $259 million — ded that charges totaling approximately $259 million were required to be recorded in the thi
• $226 million — 25. These charges include approximately $226 million of non-cash impairment charges related
• $33 million — apower reporting unit and approximately $33 million of charges primarily related to excess
• $500,000 — CHF sign-on bonus payable in cash and a $500,000 grant of restricted stock units on the
• $900,000 — a target of 100% of his base salary and $900,000 equity grant, split 45% restricted stoc
• $350,000,000 — (the "Tender Offers") to purchase up to $350,000,000 in total cash consideration payable (ex
• $50.00 — ich includes an early tender premium of $50.00 per $1,000 principal amount of notes ac
• $1,000 — s an early tender premium of $50.00 per $1,000 principal amount of notes accepted for

Filing Documents

• st-20251028.htm (8-K) — 49KB
• q325pressrelease.htm (EX-99.1) — 536KB
• ex992-cashtenderoffer.htm (EX-99.2) — 34KB
• graphic01a40a.gif (GRAPHIC) — 9KB
• graphic01a40b.gif (GRAPHIC) — 9KB
• 0001477294-25-000128.txt ( ) — 833KB
• st-20251028.xsd (EX-101.SCH) — 2KB
• st-20251028_def.xml (EX-101.DEF) — 15KB
• st-20251028_lab.xml (EX-101.LAB) — 26KB
• st-20251028_pre.xml (EX-101.PRE) — 15KB
• st-20251028_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 28, 2025, Sensata Technologies Holding plc (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company will conduct a conference call on October 28, 2025 at 5:00 PM eastern time to discuss its third quarter 2025 financial results and its outlook for the fourth quarter of 2025. The dial in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Technologies Q3 2025 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of the Company's website at http://investors.sensata.com . Additional information relating to the Company's financial results will be contained in a presentation that will be referenced during the webcast, and that is being made available on the investor relations page of the Company's website. Additionally, a replay of the call will be available until November 4, 2025. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 4825109. The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

06 Material Impairments

Item 2.06 Material Impairments. On October 28, 2025, in connection with the preparation of the Company's financial statements for the quarter ended September 30, 2025, the Company concluded that charges totaling approximately $259 million were required to be recorded in the third quarter of 2025. These charges include approximately $226 million of non-cash impairment charges related to the goodwill associated with the Company's Dynapower reporting unit and approximately $33 million of charges primarily related to excess capacity related to electrification products and operations. The impairment charges were driven by changes in management's expectations regarding future cash flows, specifically evolving government clean energy policies and emissions regulations that have reduced the pace of expected market adoption for electrification technologies resulting in lower projected demand for the Company's electrification products. The Company anticipates that the amount of charges that will result in future cash expenditures will be immaterial.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 28, 2025, the Company announced that Nicolas Bardot has been named the Company's Executive Vice President and Chief Operations Officer effective November 1, 2025 (the "Effective Date"). Mr. Bardot will be responsible for overseeing the Company's global operations footprint and driving operational excellence across the enterprise. Mr. Bardot does not have (i) any arrangements or understandings with any other person pursuant to which he was selected to serve as an officer; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K. Mr. Bardot, age 54, brings more than 20 years of operations leadership experience, including expertise in supply chain optimization, manufacturing excellence, and organizational transformation. Prior to joining the Company, Mr. Bardot served as Senior Vice President, Operations and Material Management from 2021 to October 2025 and Senior Vice President, CVCS Integrated Supply Chain from 2020 to 2021 at ZF Commercial Vehicle Solutions, a supplier of components and systems for the commercial vehicle industry. Previously, he held senior leadership roles at WABCO, a provider of electronic braking, stability, suspension and transmission automation systems for heavy-duty commercial vehicles, including Chief Supply Chain Officer and Vice President of Sourcing and Purchasing from 2011 to 2020. He holds a Bachelor of Arts degree in International Affairs from cole Suprieure Libre des Sciences Commerciales Appliques and a Master of Arts in Purchasing and Supply Chain Management from ESSEC Business School. In connection with Mr

01

Item 8.01 Other Events On October 28, 2025, the Company announced that its indirect, wholly owned subsidiaries Sensata Technologies B.V. and Sensata Technologies, Inc. (collectively, the "Offerors") had commenced cash tender offers (the "Tender Offers") to purchase up to $350,000,000 in total cash consideration payable (excluding accrued and unpaid interest) for certain series of their outstanding senior notes. The Tender Offers are being made only pursuant to the terms and conditions set forth in the Offer to Purchase dated October 28, 2025 (the "Offer to Purchase"). The Tender Offers apply to the following series of senior notes (collectively, the "Notes"): 4.000% Senior Notes due 2029 issued by Sensata Technologies B.V. (the "2029 Notes") 5.875% Senior Notes due 2030 issued by Sensata Technologies B.V. 4.375% Senior Notes due 2030 issued by Sensata Technologies, Inc. The Tender Offers are open to all registered holders of the applicable series of notes, subject to the maximum amount of total cash consideration payable of $350,000,000 (excluding accrued and unpaid interest) and the acceptance priority levels, proration procedures, and, with respect to the 2029 Notes, a specific tender cap, each as described in the Offer to Purchase. Each Tender Offer will expire at 5:00 p.m., New York City time, on November 26, 2025, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated by the applicable Offeror, the "Expiration Date"). Holders who validly tender (and do not validly withdraw) their notes at or prior to 5:00 p.m., New York City time, on November 10, 2025 (such time and date, as the same may be extended by the applicable Offeror, the "Early Tender Deadline") and whose notes are accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium of $50.00 per $1,000 principal amount of notes accepted for purchase. Holders

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 October 28, 2025 press release entitled "Sensata Technologies Reports Third Quarter 2025 Financial Results" (furnished pursuant to Item 2.02) 99.2 October 28, 2025 press release entitled "Sensata Technologies Holding plc Announces Cash Tender Offers by Certain Subsidiaries for Senior Notes " (filed pursuant to Item 8.01) 104 Cover Page Interactive Data File (embedded within inline XBRL document) 4

SIGNATURES

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 hereunto duly authorized. SENSATA TECHNOLOGIES HOLDING PLC /s/ David K. Stott Date: October 28, 2025 Name: David K. Stott Title: Executive Vice President, General Counsel and Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR