Sensata insider award: 31,417 restricted shares vesting over 3 years

Rhea-AI Filing Summary

Patrick Norton Hertzke, EVP, Growth & Transformation at Sensata Technologies Holding plc (ST), was granted 31,417 ordinary shares as restricted stock under the 2021 Equity Incentive Plan on 09/02/2025. The award was issued at no cash price and consists of unvested restricted shares that vest one third per year over three years beginning 09/02/2026, subject to continued service. The Form 4 notes the filing was late because the reporting person did not receive EDGAR access codes in time.

Positive

• Alignment with shareholders: Restricted shares vest over three years, tying compensation to continued service and potential share performance
• Standard compensation practice: Grant made under the Sensata Technologies Holding plc 2021 Equity Incentive Plan, indicating use of established plan

Negative

• Late disclosure: Form 4 was filed after the reporting deadline due to delayed EDGAR access, representing a compliance lapse
• Limited transparency on grant value: The Form 4 does not provide grant-date fair value or percentage of outstanding equity, limiting assessment of materiality

Insights

Corporate Governance Expert

TL;DR: Routine equity grant aligns executive with long-term performance; late filing is an operational compliance lapse.

The 31,417-share restricted grant follows standard executive compensation practice to retain and motivate senior management by tying value to future service and share performance via three-year vesting. Issuance at a $0 cash price indicates these are restricted stock awards rather than purchases. The late Form 4 filing, attributed to delayed EDGAR access, is a procedural issue that could attract regulatory attention if recurrent, but the item itself appears remedial and not indicative of substantive governance change.

Executive Compensation Analyst

TL;DR: Grant structure is standard time-based restricted stock, modest in scale relative to typical executive packages.

The award vests one third annually over three years, which is a common retention mechanism. Without disclosed grant-date fair value or executive total compensation, materiality to overall pay cannot be assessed from this Form 4 alone. The zero cash price confirms these are service-conditional awards. Investors can view this as management alignment, but the filing delay highlights administrative friction in disclosure processes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hertzke Patrick Norton

(Last) (First) (Middle)

C/O SENSATA TECHNOLOGIES

529 PLEASANT STREET

(Street)

ATTLEBORO MA 02703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sensata Technologies Holding plc [ ST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Growth & Transformation

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, par value EUR 0.01 per share	09/02/2025		A(1)		31,417	A	$0	31,417(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Granted pursuant to the Sensata Technologies Holding plc 2021 Equity Incentive Plan.

2. Consists of unvested restricted securities granted to the reporting person on September 2, 2025. The restricted securities vest over three years at one third per year, beginning on September 2, 2026 subject to the reporting person's continued service.

3. This Form 4 is being filed late due to delays in receiving EDGAR access codes. The reporting person applied for the codes on August 26, 2025, but did not receive them until September 8, 2025 after the September 4, 2025 filing deadline. The delay was due to circumstances beyond the reporting person's control.

Remarks:

	/s/ Kramer Ortman by power of attorney	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Sensata (ST) report on this Form 4?

The reporting person received 31,417 restricted ordinary shares under the 2021 Equity Incentive Plan.

Who received the restricted shares for ST?

Patrick Norton Hertzke, EVP, Growth & Transformation is the reporting person named on the Form 4.

What are the vesting terms for the ST restricted shares?

The shares vest one third per year over three years, beginning 09/02/2026, subject to continued service.

Was there any cash paid for the granted ST shares?

No cash price was paid; the transaction is reported with a price of $0.

Why was the Form 4 filed late for ST?

The filing was late because the reporting person did not receive EDGAR access codes in time after applying on 08/26/2025.