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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): September 27, 2023
 
__________________________________________ 
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 7.01
Regulation FD Disclosure.
On September 27, 2023, Sensata Technologies Holding plc (the “Company”) issued a press release announcing updates on its business and financial targets for 2026. A copy of the press release announcing these updates is attached as Exhibit 99.1. The following description should be read in conjunction with Exhibit 99.1
Q3 2023 Reorganization Plan
The Company announced that it had committed to a cost reduction plan (the “Q3 2023 Plan”), which includes voluntary and involuntary reductions-in-force, site closures, and other cost saving initiatives. The decision to execute the plan was made to adjust the Company’s cost structure and business activities to better align with the weaker market demand it has been experiencing due to continued economic uncertainty in many of its end markets and to take active measures to accelerate its margin recovery.
The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact approximately 460 positions. The Company expects to record charges under the plan (including severance, site closure, and other costs) of between $16 million and $20 million in the third quarter of 2023. The Company expects these restructuring charges to be settled with cash on hand and to impact each of its business segments and corporate functions. The majority of the actions under the Q3 2023 Plan are expected to be completed on or before June 30, 2024.
Guidance
The Company announced that it was reaffirming its financial guidance for the third quarter of 2023 and provided preliminary guidance for the fourth quarter of 2023. The Company also provided a three-year financial framework for future growth that includes preliminary guidance for fiscal year 2026.
Share Repurchase Program
The Company announced that its Board of Directors has authorized a new $500 million ordinary share repurchase program. This new program replaces the Company’s prior ordinary share repurchase program, which had $167 million remaining authorization as of September 22, 2023.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
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/ Maria Freve
Date:September 27, 2023Name: Maria Freve
Title: Vice President and Chief Accounting Officer


3

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SENSATA TECHNOLOGIES HOSTS INVESTOR DAY, PROVIDING 2026 FINANCIAL FRAMEWORK
Company Reaffirms Third Quarter Guidance and Provides Fourth Quarter Guidance
Implements Cost Reduction Plan
Announces New $500 Million Share Repurchase Authorization
Swindon, United Kingdom – September 27, 2023 - Sensata Technologies (NYSE: ST), a global industrial technology company and leading provider of sensors, sensor-rich solutions and electrical protection devices, is holding an Investor Event today at which it will provide updates on its business and financial targets for 2026.
Q3 2023 Reorganization Plan
Sensata has committed to a plan which includes voluntary and involuntary reductions-in-force, site closures, and other cost saving initiatives. The decision to execute the plan was made to adjust the Company’s cost structure and business activities to better align with the weaker market demand it has been experiencing due to continued economic uncertainty in many of its end markets and to take active measures to accelerate margin recovery.
The Company expects to record charges (including severance, site closure and other costs) in the third quarter of 2023 of $16 - $20 million. The Company further expects that the actions taken in the Q3 2023 Plan will result in annualized savings of personnel, facilities, and other costs of approximately $40 - $50 million and expects savings in the fourth quarter of 2023 to be approximately $4 - $5 million.


Q3 and Q4 2023 Financial Guidance
Sensata is reaffirming financial guidance for the third quarter of 2023, and is providing preliminary guidance for the fourth quarter:
  $ in millions,
except EPS
Q3-23 GUIDANCE*
B/(W)
Q4-23 GUIDANCE*
B/(W)
 Revenue
     organic
$980 – $1,020
(4%) - 0%
(3%) - 1%
$980 – $1,020
(3%) - 1%
(3%) - 1%
 Adj. Op Income$183 – $199(7%) - 1%$186 – $202(9%) - (1%)
 Adj. Net Income$129 – $143(2%) - 9%$136 – $150(7%) - 3%
 Adj. EPS$0.84 – $0.94(1%) - 11%$0.89 – $0.99(7%) - 3%
*Assumes minimal impact from UAW strike; potential for $7M - $8M in lost weekly revenue depending on breadth.
Three Year Financial Framework
Sensata is also providing a financial framework for future growth that includes preliminary financial guidance for fiscal year 2026:
$ in millions,
   except EPS		2023 GUIDANCECAGR2026 GUIDANCE
Revenue$4,020 - $4,1007% - 9%$5,000 - $5,300
Adj. Operating Margin18.9% - 19.7%12% - 15%21% - 23%
Adj. EPS$3.62 - $3.8214% - 19%$5.50 - $6.30
Share Repurchase Authorization
Sensata also announced that its Board of Directors has authorized a new ordinary share repurchase program of $500 million. This plan replaces Sensata’s prior ordinary share repurchase program which had $167 million remaining authorization as of September 22, 2023. Sensata’s shareholders have previously approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.


About Sensata Technologies
Sensata Technologies is a global industrial technology company striving to create a cleaner, more efficient, electrified, and connected world. Through its broad portfolio of sensors, electrical protection components and sensor-rich solutions which create valuable business insights, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 21,000 employees and global operations in 16 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow us on LinkedIn, Facebook and Twitter.

Investor Contact:
Jacob Sayer
+1 (508) 236-1666
jsayer@sensata.com
Media Contact:
Alexia Taxiarchos
+1 (508) 236-1761
ataxiarchos@sensata.com

v3.23.3
Cover
Sep. 27, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 27, 2023
Entity Registrant Name SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key 0001477294
Amendment Flag false
Entity Incorporation, State or Country Code X0
Entity File Number 001-34652
Entity Tax Identification Number 98-1386780
Entity Address, Address Line One 529 Pleasant Street
Entity Address, City or Town Attleboro
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02703
Entity Address, Country US
City Area Code +1(508)
Local Phone Number 236 3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares - nominal value €0.01 per share
Trading Symbol ST
Security Exchange Name NYSE
Entity Emerging Growth Company false
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