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Aptiv (NYSE: APTV) to redeem $266M 4.350% notes due 2029 in cash

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aptiv PLC announced that its subsidiary Aptiv Swiss Holdings Limited plans to redeem for cash the entire $266 million aggregate principal amount of its 4.350% Senior Notes due 2029.

The notes will be redeemed at a price that includes a make-whole premium plus any accrued and unpaid interest through the redemption date, which is expected to be February 25, 2026. Aptiv also reiterates broad risk factors and forward-looking statement cautions related to economic conditions, supply chains, geopolitical conflicts, and other operational uncertainties.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

 

February 11, 2026

 

________________________________________________________________________________________________________________________

 

Aptiv PLC

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________

 

Jersey 001-35346 98-1824200

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

Spitalstrasse 5

8200 Schaffhausen, Switzerland

+41 52 580 96 00

(Address of Principal Executive Offices, Including Zip Code)

 

(Registrant’s Telephone Number, Including Area Code) +41 52 580 96 00

 

(Former Name or Former Address, if Changed Since Last Report) N/A

 

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 (see General Instruction A.2. below):

 

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 each exchange on which registered
Ordinary Shares, $0.01 par value per share   APTV   New York Stock Exchange
1.600% Senior Notes due 2028   APTV   New York Stock Exchange
4.350% Senior Notes due 2029   APTV   New York Stock Exchange
4.650% Senior Notes due 2029   APTV   New York Stock Exchange
3.250% Senior Notes due 2032   APTV   New York Stock Exchange
5.150% Senior Notes due 2034   APTV   New York Stock Exchange
4.250% Senior Notes due 2036   APTV   New York Stock Exchange
4.400% Senior Notes due 2046   APTV   New York Stock Exchange
5.400% Senior Notes due 2049   APTV   New York Stock Exchange
3.100% Senior Notes due 2051   APTV   New York Stock Exchange
4.150% Senior Notes due 2052   APTV   New York Stock Exchange
5.750% Senior Notes due 2054   APTV   New York Stock Exchange

6.875% Fixed-to-Fixed Reset Rate

Junior Subordinated Notes due 2054

  APTV   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

Item 8.01 Other Events.

 

On February 11, 2026, Aptiv PLC (the “Company” or “Aptiv”), announced that Aptiv Swiss Holdings Limited (“ASH”), one of the Company’s subsidiaries, intends to redeem for cash the entire $266 million aggregate principal amount outstanding of ASH’s 4.350% Senior Notes due 2029 (the “Notes”). The Notes are redeemable at a redemption price that includes a make-whole premium, plus any interest accrued and unpaid thereon to the redemption date. The redemption is expected to occur on February 25, 2026.

 

Cautionary Note Regarding Forward-Looking Statements.

 

This Current Report on Form 8-K contains certain forward-looking statements, including those related to the redemption of the Notes. Such forward-looking statements are subject to many risks, uncertainties and factors, which may cause the actual results to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: global and regional economic conditions, including conditions affecting the credit market; global inflationary pressures; uncertainties created by the conflict between Ukraine and Russia, and its impacts to the European and global economies and our operations in each country; uncertainties created by the conflicts in the Middle East and their impacts on global economies; fluctuations in interest rates and foreign currency exchange rates; the cyclical nature of global automotive sales and production; the potential disruptions in the supply of and changes in the competitive environment for raw material and other components integral to the Company’s products, including the ongoing semiconductor supply shortage; the Company’s ability to maintain contracts that are critical to its operations; potential changes to beneficial free trade laws and regulations, such as the United States-Mexico-Canada Agreement; the effects of significant increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions; changes to tax laws; future significant public health crises; the ability of the Company to integrate and realize the expected benefits of recent transactions; the ability of the Company to attract, motivate and/or retain key executives; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or those of its principal customers; and the ability of the Company to attract and retain customers. Additional factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

Date:  February 11, 2026 APTIV PLC
   
   
  By: /s/ Katherine H. Ramundo
    Katherine H. Ramundo
    Executive Vice President, Chief Legal Officer,
Chief Compliance Officer and Secretary

 

 

 

 

FAQ

What did Aptiv (APTV) announce in its February 11, 2026 Form 8-K?

Aptiv PLC announced that its subsidiary Aptiv Swiss Holdings Limited intends to redeem in cash the entire outstanding 4.350% Senior Notes due 2029. This transaction affects all notes in that series and is structured as a full early redemption with a make-whole premium.

How much of the 4.350% Senior Notes due 2029 is Aptiv redeeming?

Aptiv plans to redeem the entire $266 million aggregate principal amount of Aptiv Swiss Holdings Limited’s 4.350% Senior Notes due 2029. This represents a full takeout of that note issue rather than a partial call, eliminating the outstanding principal once completed.

When is the redemption of Aptiv’s 4.350% Senior Notes due 2029 expected to occur?

The redemption of Aptiv Swiss Holdings Limited’s 4.350% Senior Notes due 2029 is expected to occur on February 25, 2026. That date is identified as the anticipated redemption date when holders will receive the redemption price plus accrued and unpaid interest.

How will the redemption price for Aptiv’s 4.350% Senior Notes due 2029 be calculated?

The notes are redeemable at a price that includes a make-whole premium plus any interest accrued and unpaid to the redemption date. This structure compensates noteholders for early repayment relative to the original 2029 maturity schedule.

Which Aptiv entity is responsible for the 4.350% Senior Notes due 2029 being redeemed?

The notes were issued by Aptiv Swiss Holdings Limited, a subsidiary of Aptiv PLC. The subsidiary, often abbreviated as ASH in disclosures, is the entity that intends to redeem the $266 million principal amount of 4.350% Senior Notes due 2029.

What risks and uncertainties does Aptiv highlight in connection with this redemption announcement?

Aptiv highlights broad risks including global economic conditions, inflation, interest rate and currency fluctuations, supply chain disruptions, geopolitical conflicts, labor issues, and integration of transactions. It notes these risks may cause actual results to differ materially from forward-looking statements about its activities.

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