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Sensata (NYSE: ST) raises note tender cap to $400M after strong demand

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8-K

Rhea-AI Filing Summary

Sensata Technologies Holding plc and two wholly owned subsidiaries reported early results of their cash tender offers for certain senior notes. The companies increased the maximum total cash consideration for the tender from $350,000,000 to $400,000,000 due to strong participation.

Holders tendered $553,580,000 in aggregate principal of STBV 4.000% Senior Notes due 2029 by the early deadline, exceeding the increased cap. STBV expects to purchase 2029 notes with an aggregate principal of about $406,091,000 at a price of $985 per $1,000 principal, implying proration at roughly 69.1448%.

The tender offers began on May 15, 2026 and are scheduled to expire on June 15, 2026, but no additional tenders after the early deadline are expected to be accepted. STBV expects to settle accepted 2029 notes on June 2, 2026, paying the stated consideration plus accrued and unpaid interest.

Positive

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Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Increased tender cap $400,000,000 total cash consideration Maximum Tender Offer Amount after Tender Offer Increase
Original tender cap $350,000,000 total cash consideration Initial Maximum Tender Offer Amount before increase
2029 notes tendered $553,580,000 principal STBV 4.000% Senior Notes due 2029 tendered by Early Tender Deadline
2029 notes expected purchased ≈$406,091,000 principal STBV 4.000% Senior Notes due 2029 corresponding to $400M purchase price
Tender price $985 per $1,000 principal Purchase price for accepted STBV 2029 Notes
Proration rate ≈69.1448% Expected proration for STBV 2029 Notes, excluding minimum denominations
Early settlement date June 2, 2026 Expected payment date for accepted 2029 Notes
Tender expiry June 15, 2026, 5:00 p.m. NYC time Scheduled expiration of tender offers
Tender Offers financial
"announced today the early tender results of the Offerors’ previously announced tender offers"
A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.
Offer to Purchase financial
"The terms and conditions of the Tender Offers are set forth in the Offerors’ Offer to Purchase dated May 15, 2026"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Early Tender Deadline financial
"validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2026 (the “Early Tender Deadline”)"
Acceptance Priority Levels financial
"in accordance with the Acceptance Priority Levels described in the Offer to Purchase"
A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.
prorated financial
"the purchase of the STBV 2029 Notes will be prorated in accordance with the terms of the applicable Tender Offer"
Prorated means dividing or allocating a quantity, cost, or benefit proportionally based on the amount of time or usage involved. For example, if a service fee is paid monthly but someone uses only part of the month, the fee is adjusted to reflect the actual time used. This ensures fairness by matching costs or benefits to the actual period or amount involved, which can impact how investors evaluate expenses, returns, or value.
early tender premium financial
"The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of STBV 2029 Notes accepted for purchase"
An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.
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Understanding 8-K Material Events →
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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 classTrading Symbol(s)Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per shareSTNew 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 9.01Financial 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.”
104Cover 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, 2026Name: Andrew Lynch
Title: Executive Vice President and Chief Financial Officer


3
        

Sensata Technologies Holding plc and Certain Subsidiaries Announce Early Tender Results and Amendment of Cash Tender Offers
SWINDON, United Kingdom, June 1, 2026 — Sensata Technologies Holding plc (NYSE: ST) (“Sensata”) and its indirect, wholly owned subsidiaries Sensata Technologies B.V. (“STBV”) and Sensata Technologies, Inc. (“STI”) (each subsidiary, an “Offeror” and collectively, the “Offerors”) announced today the early tender results of the Offerors’ previously announced tender offers (each, individually with respect to the relevant series of senior notes, a “Tender Offer” with respect to such series, and collectively, the “Tender Offers”) to purchase up to $350,000,000 in total cash consideration payable, excluding the applicable accrued and unpaid interest (the “Maximum Tender Offer Amount”), for certain senior notes issued by the respective Offerors (collectively, the “Notes”).

Sensata and the Offerors also announced that the Offerors have amended the Tender Offers to increase the Maximum Tender Offer Amount from $350,000,000 to $400,000,000 (the “Tender Offer Increase”; the Maximum Tender Offer Amount, as so increased, the “Increased Maximum Tender Offer Amount”).

The terms and conditions of the Tender Offers are set forth in the Offerors’ Offer to Purchase dated May 15, 2026 (as amended by the Tender Offer Increase, the “Offer to Purchase”). Other than the Tender Offer Increase, all of the terms of the previously announced Tender Offers remain unchanged. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The aggregate principal amount of the 4.000% Senior Notes due 2029 (Rule 144A CUSIP 81725W AK9 / Reg S CUSIP N78840 AM2) issued by STBV (the “STBV 2029 Notes”) that was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2026 (the “Early Tender Deadline”) was $553,580,000. Accordingly, tenders of STBV 2029 Notes, considered alone, exceeded the Increased Maximum Tender Offer Amount for the Tender Offers. STBV expects to accept for purchase STBV 2029 Notes having an aggregate purchase price approximately equal to the Increased Maximum Tender Offer Amount of $400,000,000, which STBV 2029 Notes, at the purchase price of $985 per $1,000 of principal amount, have an aggregate principal amount of approximately $406,091,000.
The amount of STBV 2029 Notes expected to be accepted for purchase was determined in accordance with the terms and conditions of the Offer to Purchase. Under the terms of the Offer to Purchase, the STBV 2029 Notes had Acceptance Level Priority 1 (as defined in the Offer to Purchase).

13415267.10


STBV expects to elect to exercise its right to make payment on June 2, 2026 (the “Early Settlement Date”) for the STBV 2029 Notes that were validly tendered and not validly withdrawn prior to or at the Early Tender Deadline and that are accepted for purchase.

Because the total cash consideration payable, excluding the applicable accrued and unpaid interest, for the STBV 2029 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeds the Increased Maximum Tender Offer Amount, the applicable Offerors do not expect to accept for purchase all Notes that have been validly tendered and not validly withdrawn prior to or at the applicable Early Tender Deadline. Rather, in accordance with the Acceptance Priority Levels described in the Offer to Purchase, (a) STBV expects that the purchase of the STBV 2029 Notes will be prorated in accordance with the terms of the applicable Tender Offer at a rate of approximately 69.1448%, after excluding notes not subject to proration in order to satisfy minimum denomination requirements, (b) STI does not expect to accept for purchase any of the 4.375% Senior Notes due 2030 issued by it, and (c) STBV does not expect to accept for purchase any of the 5.875% Senior Notes due 2030 issued by it. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account.

The consideration to be paid for the STBV 2029 Notes validly tendered and not validly withdrawn prior to or at the applicable Early Tender Deadline per $1,000 principal amount of such Notes accepted for purchase pursuant to the applicable Tender Offer is the “Total Consideration” for the STBV 2029 Notes, as described in the Offer to Purchase. The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of STBV 2029 Notes accepted for purchase. All holders of STBV 2029 Notes accepted for purchase will also receive, with respect to their STBV 2029 Notes, the applicable accrued and unpaid interest from the last interest payment date with respect to such STBV 2029 Notes to, but not including, the Early Settlement Date, if and when such STBV 2029 Notes are accepted for payment.

The Tender Offers commenced on May 15, 2026 and are scheduled to expire at 5:00 p.m., New York City time, on June 15, 2026, unless extended by the applicable Offeror or earlier terminated with respect to any Tender Offer. However, because the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds the Increased Maximum Tender Offer Amount, no tenders of Notes submitted after the Early Tender Deadline are expected to be accepted for purchase in the Tender Offers.
The withdrawal deadline for the Tender Offers was 5:00 p.m., New York City time, on May 29, 2026 and has not been extended. Accordingly, previously tendered Notes may not be withdrawn, subject to applicable law.

13415267.10

The applicable Offeror’s obligation to accept for payment and to pay for any of the Notes validly tendered in the applicable Tender Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. The applicable Offeror(s) reserve the right, subject to applicable law, to: (i) waive any and all conditions to the applicable Tender Offer; (ii) extend or terminate the applicable Tender Offer; (iii) increase or decrease the Maximum Tender Offer Amount (as increased by the Tender Offer Increase) without extending or reinstating withdrawal rights; or (iv) otherwise amend the applicable Tender Offer in any respect.
The Offerors have retained Goldman Sachs & Co. LLC and Barclays Capital Inc. to act as Dealer Managers (the “Dealer Managers”) in connection with the Tender Offers. Questions and requests for assistance regarding the terms of the Tender Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 or by email at gs-lm-nyc@ny.email.gs.com, or to Barclays Capital Inc. at (800) 438-3242 or by email at us.lm@barclays.com. Copies of the Offer to Purchase and any amendments or supplements to the foregoing may be obtained from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the “Tender and Information Agent”), by calling (646) 970-2125 (for banks and brokers only) or (866) 796-3441 (for all others), or via email at Sensata@dfking.com.

None of the Offerors, Sensata, the Dealer Managers, the Tender and Information Agent, the trustees under the indentures governing the Notes, or the guarantors party to the indentures governing the Notes, nor any of their respective affiliates, is making any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. Holders should consult their tax, accounting, financial and legal advisers regarding the tax, accounting, financial and legal consequences of participating or declining to participate in the Tender Offers.
The Tender Offers are only being made pursuant to the Offer to Purchase. This press release is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any Notes in the Tender Offers or any other securities of the Offerors. The Tender Offers are not being made to holders of Notes in any jurisdiction or in any circumstances in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerors by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Disclosure Statement


13415267.10

The statements contained in this press release that are not purely historical are forward-looking statements, including statements regarding the terms and timing for completion of the Tender Offers; the satisfaction or waiver of conditions to the Tender Offers; and the timing of payment.

These statements are subject to risks, uncertainties, and other important factors relating to Sensata’s operations and business environment that could cause actual results to differ materially from the results contemplated by any forward-looking statement, and Sensata can give no assurances that these forward-looking statements will prove to be correct. In addition, other known or unknown risks and factors may affect the accuracy of the forward-looking information. Factors that may cause actual results to vary include, but are not limited to, conditions in financial markets, investor responses to the Tender Offers, and other risk factors detailed from time to time in Sensata’s reports filed with the U.S. Securities and Exchange Commission.

The forward-looking statements speak only as of the date they are made, and, except as otherwise required by applicable securities laws, Sensata undertakes no obligation to publicly update any of its forward-looking statements.
About Sensata Technologies
Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 16,000 employees and global operations in 13 countries, Sensata serves customers in the automotive, industrial, and aerospace, defense and commercial equipment markets.
For Media & Investors:
James Entwistle
+1(508) 954-1561
jentwistle@sensata.com
investors@sensata.com



13415267.10

Source: View Original Filing on SEC EDGAR

FAQ

What did Sensata Technologies (ST) change in its note tender offers?

Sensata increased the maximum cash consideration for its note tender offers from $350,000,000 to $400,000,000. All other terms remain as described in the Offer to Purchase dated May 15, 2026, which governs the process and conditions.

How much of Sensata’s 4.000% 2029 STBV notes was tendered early?

Holders tendered $553,580,000 in aggregate principal of STBV 4.000% Senior Notes due 2029 by the early tender deadline. This amount exceeded the increased maximum tender capacity, triggering proration under the stated acceptance priority rules.

How many 2029 STBV notes does Sensata expect to purchase?

STBV expects to accept 4.000% Senior Notes due 2029 with an aggregate principal of about $406,091,000. These notes will be bought at $985 per $1,000 principal, subject to proration and the tender offer conditions.

What proration rate applies to the tendered 2029 STBV notes?

The purchase of tendered 4.000% Senior Notes due 2029 is expected to be prorated at approximately 69.1448%. Notes not accepted because of proration or minimum denominations will be returned to holders as described in the Offer to Purchase.

Will Sensata buy any of the 2030 notes in these tender offers?

The Offerors do not expect to accept any 4.375% Senior Notes due 2030 issued by STI or 5.875% Senior Notes due 2030 issued by STBV. Early tenders of 2029 notes already exceed the increased overall tender cap.

When do Sensata’s tender offers start and end, and when is settlement?

The tender offers began on May 15, 2026 and are scheduled to expire on June 15, 2026. STBV expects to make early settlement payments on June 2, 2026 for 2029 notes validly tendered and accepted.

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