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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): May 15, 2026
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SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
__________________________________________
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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
On May 15, 2026, 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 May 15, 2026 (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.
•4.375% Senior Notes due 2030 issued by Sensata Technologies, Inc.
•5.875% Senior Notes due 2030 issued by Sensata Technologies B.V.
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 and proration procedures, each as described in the Offer to Purchase. Each Tender Offer will expire at 5:00 p.m., New York City time, on June 15, 2026, 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 May 29, 2026 (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 per $1,000 principal amount of notes accepted for purchase. Holders who validly tender their notes after the applicable Early Tender Deadline but at or prior to the applicable Expiration Date and whose notes are accepted for purchase will receive only the applicable Tender Offer Consideration (as defined in the Offer to Purchase), which is equal to the applicable Total Consideration minus the early tender premium. In addition to the applicable Total Consideration or applicable Tender Offer Consideration, as the case may be, holders whose notes are accepted for purchase will receive accrued and unpaid interest from the last applicable interest payment date up to, but not including, the applicable settlement date.
The Offerors have retained Goldman Sachs & Co. LLC and Barclays Capital Inc. to act as dealer managers for the Tender Offers (together, the “Dealer Managers”). D.F. King & Co., Inc. has been retained to act as the tender and information agent for the Tender Offers. Additional information regarding the terms of the Tender Offers, including conditions to the Tender Offers, proration procedures, acceptance priority levels, and withdrawal rights, is set forth in the Offer to Purchase. Each Tender Offer is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. Each Offeror reserves the right to extend, amend, or terminate the applicable Tender Offer at any time, subject to applicable law.
This Current Report on Form 8-K 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.
A copy of the press release announcing the Tender Offers is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | May 15, 2026 press release entitled “Sensata Technologies Holding plc Announces Cash Tender Offers by Certain Subsidiaries for Senior Notes” |
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| 104 | | Cover Page Interactive Data File (embedded within inline XBRL document) |
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.
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| | | | | SENSATA TECHNOLOGIES HOLDING PLC |
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| | | | | /s/ David K. Stott |
| Date: | May 15, 2026 | | | | Name: David K. Stott |
| | | | | Title: Executive Vice President, General Counsel and Corporate Secretary |
Sensata Technologies Holding plc Announces Cash Tender Offers by Certain Subsidiaries for Senior Notes
SWINDON, United Kingdom, May 15, 2026 – Sensata Technologies Holding plc (NYSE: ST) (“Sensata”) announced today that Sensata Technologies B.V. and Sensata Technologies, Inc., its indirect, wholly owned subsidiaries (each, an “Offeror” and collectively, the “Offerors”), have commenced cash tender offers (each, individually with respect to a series of 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 Interest (as defined below) (the “Maximum Tender Offer Amount”) of the applicable Offeror’s senior notes, as identified in the table below (collectively, the “Notes”).
Each Tender Offer is open to all registered holders of the applicable series of Notes (individually, a “Holder” and collectively, the “Holders”). Subject to the Maximum Tender Offer Amount, the amount of a series of Notes that is purchased in the applicable Tender Offer on the applicable Settlement Date (as defined below) will be based on the acceptance priority level for such series (in numerical priority order, with 1 being first) (the “Acceptance Priority Level”) set forth in the table below and on the cover page of the Offer to Purchase, dated May 15, 2026 (the “Offer to Purchase”), subject to the proration arrangements applicable to the Tender Offers.
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| | | | | Dollars per $1,000 Principal Amount of Notes Tendered and Accepted for Purchase(1) |
| Title of Notes | Issuer | CUSIP Number | Principal Amount Outstanding | Acceptance Priority Level(2) | Tender Offer Consideration | Early Tender Premium | Total Consideration(3) |
4.000% Senior
Notes due
2029 | Sensata Technologies B.V. | 81725W AK9 / N78840 AM2 | $ | 646,024,000 | | 1 | $935.00 | $50 | $985.00 |
4.375% Senior
Notes due
2030 | Sensata Technologies, Inc. | 81728U AA2 / U81700 AA1 | $ | 450,000,000 | | 2 | $926.25 | $50 | $976.25 |
| 5.875% Senior Notes due 2030 | Sensata Technologies B.V. | 81725W AL7 / N78840 AP5 | $ | 500,000,000 | | 3 | $957.50 | $50 | $1,007.50 |
(1)Does not include Accrued Interest, which will also be payable as provided in the Offer to Purchase.
(2)Subject to the Maximum Tender Offer Amount and proration, if applicable, the principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order, with 1 being first) specified in this column.
(3)Includes the Early Tender Premium.
The Tender Offers are being made upon, and subject to, the terms and conditions set forth in the Offer to Purchase. Each Tender Offer will expire at 5:00 p.m., New York City time, on June 15, 2026, unless extended by the applicable Offeror or earlier terminated (such date and time with respect to any Tender Offer, as it may be extended or earlier terminated, the
“Expiration Time”). No tenders of Notes submitted after the Expiration Time will be valid. Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2026 (such date and time with respect to any Tender Offer, as it may be extended, the “Early Tender Deadline”) that are accepted for purchase will receive the applicable Total Consideration (as set forth in the table above), which includes an early tender premium of $50 per $1,000 principal amount of the Notes accepted for purchase pursuant to the applicable Tender Offer (with respect to each series of Notes, the “Early Tender Premium”). Holders of Notes that are validly tendered and not validly withdrawn after the applicable Early Tender Deadline but at or prior to the applicable Expiration Time that are accepted for purchase (if any) will receive only the applicable “Tender Offer Consideration,” which is, for each series of Notes, the applicable Total Consideration minus the applicable Early Tender Premium.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest, rounded to the nearest cent, on the applicable series of Notes from the last interest payment date with respect to such Notes to, but not including, the applicable Settlement Date (the “Accrued Interest”).
Tendered Notes may be validly withdrawn from the applicable Tender Offer at or prior to 5:00 p.m., New York City time, on May 29, 2026, unless extended by the applicable Offeror (such date and time with respect to any Tender Offer, as it may be extended, the “Withdrawal Deadline”). After the applicable Withdrawal Deadline, Holders who have validly tendered their Notes may not withdraw such Notes unless the applicable Offeror is required to extend withdrawal rights under applicable law.
The applicable Offeror reserves the right, but is under no obligation, at any point following the applicable Early Tender Deadline and before the applicable Expiration Time, subject to the satisfaction or waiver of the conditions to the applicable Tender Offer, to accept for purchase any Notes validly tendered at or prior to the Early Tender Deadline (the settlement date of such purchase under such Tender Offer being the “Early Settlement Date”), subject to the Maximum Tender Offer Amount, the Acceptance Priority Levels and the proration arrangements applicable to the Tender Offers, each as described in the Offer to Purchase. Each Early Settlement Date will be determined at the applicable Offeror’s option and is currently expected to occur on or after June 2, 2026, subject to all conditions to the applicable Tender Offer having been either satisfied or waived by the applicable Offeror. Irrespective of whether the applicable Offeror chooses to exercise its option to have an Early Settlement Date, the applicable Offeror will purchase any remaining Notes that have been validly tendered at or prior to the applicable Expiration Time and that it chooses to accept for purchase, subject to all conditions to the applicable Tender Offer having been either satisfied or waived by the applicable Offeror, promptly following the applicable Expiration Time (the settlement date of such purchase under such Tender Offer being the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”), subject to the Maximum Tender Offer Amount, the Acceptance Priority Levels and proration arrangements applicable to the Tender Offers, each as set forth in the Offer to Purchase. The applicable Final Settlement Date is expected to occur on June 17, 2026, the
second business day following the applicable Expiration Time, assuming that the conditions to the Tender Offers are satisfied or waived by the applicable Offeror and that Notes with total cash consideration payable, excluding the applicable Accrued Interest, equal to the Maximum Tender Offer Amount are not purchased on the applicable Early Settlement Date.
Subject to the Maximum Tender Offer Amount and the proration arrangements applicable to the Tender Offers, each as set forth in the Offer to Purchase, all Notes validly tendered at or prior to the applicable Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered at or prior to the applicable Early Tender Deadline having a lower Acceptance Priority Level are accepted. Among any Notes validly tendered following the applicable Early Tender Deadline but at or prior to the applicable Expiration Time, Notes having a higher Acceptance Priority Level will be accepted before any Notes having a lower Acceptance Priority Level are accepted. However, if the Tender Offers are not fully subscribed as of the applicable Early Tender Deadline, Notes validly tendered at or prior to the applicable Early Tender Deadline will be accepted for purchase in priority to other Notes tendered following the applicable Early Tender Deadline, even if such Notes tendered following the applicable Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered at or prior to the applicable Early Tender Deadline.
Acceptances for tenders of Notes of a series may be subject to proration if the total cash consideration payable, excluding the applicable Accrued Interest, for the Notes of such series validly tendered would cause the Maximum Tender Offer Amount to be exceeded. Furthermore, absent an amendment of the Tender Offers, if the Tender Offers are subscribed in excess of the Maximum Tender Offer Amount as of the applicable Early Tender Deadline, Holders who validly tender Notes following the applicable Early Tender Deadline will not have any such Notes accepted for purchase.
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 not subject to any minimum principal amount of Notes in the aggregate or of any series being tendered, but is subject to the satisfaction or waiver of a number of 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 without extending or reinstating withdrawal rights; or (iv) otherwise amend the applicable Tender Offer in any respect.
A Holder wishing to tender Notes may do so by book-entry transfer and delivery of an agent’s message pursuant to DTC’s Automated Tender Offer Program. 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, 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
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; and the satisfaction or waiver of conditions to the Tender Offers.
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
