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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. ☐
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 |