Sensata Technologies Holding plc

8-K · st-20260601.htm iXBRL

0001477294 2026-06-01 2026-06-01

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
  
  __________________________________________
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 1, 2026
  
 __________________________________________ 
 SENSATA TECHNOLOGIES HOLDING PLC
 (Exact name of Registrant as specified in its charter)
  
  __________________________________________

 England and Wales   001-34652   98-1386780
 (State or other jurisdiction
of incorporation)   (Commission
File Number)   (IRS 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 or former address, if changed since last report)
  
  __________________________________________
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 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.  o

 Item 8.01 Other Events.

 On June 1, 2026, Sensata Technologies Holding plc (“Sensata”) and its indirect, wholly owned subsidiaries Sensata Technologies B.V. (“STBV”) and Sensata Technologies, Inc. (“STI” and, together with STBV, the “Offerors”), announced the early tender results for the previously announced tender offers (the “Tender Offers”) to purchase for cash up to $350,000,000 in total cash consideration payable, excluding applicable accrued and unpaid interest, for, in the case of STBV, 4.000% Senior Notes due 2029 issued by STBV (the “STBV 2029 Notes”) and 5.875% Senior Notes due 2030 issued by STBV, and, in the case of STI, 4.375% Senior Notes due 2030 issued by STI, subject in each case to applicable acceptance priority levels and proration arrangements. The press release announcing the early tender results also announced the increase in the total cash consideration payable for the notes in the Tender Offers from $350,000,000 in aggregate principal amount of such notes to $400,000,000 in aggregate principal amount of such notes (subject to such applicable acceptance priority levels and proration arrangements). A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

 This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

 Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

 Exhibit No. Description

 99.1 June 1, 2026 press release entitled “Sensata Technologies Holding plc and Certain Subsidiaries Announce the Early Tender Results and Amendment of Cash Tender Offers.”

 104 Cover Page Interactive Data File (embedded within inline XBRL document)

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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 hereunto duly authorized.

 SENSATA TECHNOLOGIES HOLDING PLC

 /s/ Andrew Lynch
 Date: June 1, 2026 Name: Andrew Lynch
 Title: Executive Vice President and Chief Financial Officer

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