Aptiv PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Aptiv PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER FROM CEO

To Our Shareholders

I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Wednesday, April 29, 2026, at 9:00 a.m. local time, at Aptiv's offices located at No. 300, Yuanguo Road, Anting, Jiading District, Shanghai, China.

The following Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business that will be conducted at the Annual Meeting. You can find financial and other information about Aptiv in the accompanying Form 10-K for the fiscal year ended December 31, 2025. These materials are also available on the investor relations portion of our website, aptiv.com.

Aptiv is a global industrial technology company providing advanced software and optimized hardware solutions that enable devices to sense, think, act, and optimize. Our products are deployed across automotive, commercial vehicle, aerospace and defense, telecom and datacom, and diversified industrial markets. Shared secular trends of automation, electrification, and digitalization are creating common customer need and transforming these industries, providing opportunity for Aptiv.

2025 was a year of strong execution and strategic progress. We delivered record levels across each of revenue, adjusted EBITDA and adjusted earnings per share. Our operating model, backed by a resilient global supply chain, executed in-region, for-region, proved invaluable. The end-to-end visibility provided by our comprehensive global supply chain digital twin allowed us to anticipate disruptions and keep our customers connected with minimal impact to our operations. All of this was validated by external recognition, including Volkswagen Group’s Resilient Supply Chain award, General Motors’ Supplier Quality Excellence Awards for multiple facilities, and Nissan’s Global Supplier Innovation Award.

Aptiv was also recognized as one of the World’s Best Companies and World’s Most Sustainable Companies by TIME magazine, along with being named one of Ethisphere’s World's Most Ethical Companies for the 13th consecutive year.

The separation of our Electrical Distribution Systems business as Versigent (NYSE: VGNT) is on track for completion on April 1, 2026, and will result in two independent companies that are optimally positioned to pursue their respective market opportunities and capital allocation strategies, unlocking incremental value for our shareholders.

Your vote is very important. I encourage you to sign and return your proxy card or use telephone or Internet voting so that your shares will be represented and voted at the meeting.

Thank you for your continued support. We look forward to seeing you on April 29, 2026.

Sincerely,

Kevin P. ClarkChair and Chief Executive Officer

Notice of Annual General Meeting of Shareholders

MEETING AGENDA

Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2025 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

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ORDINARY RESOLUTIONS

ELECTION OF DIRECTORS

THAT the following directors be elected as directors of the Company:

Kevin P. Clark

Håkan Agnevall

Nancy E. Cooper

Joseph L. Hooley

Vasumati P. Jakkal

Merit E. Janow

Sean O. Mahoney

Paul M. Meister

Robert K. Ortberg

Colin J. Parris

Ana G. Pinczuk

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AUDITORS

THAT Ernst & Young LLP be re-appointed as the auditors of the Company until the Annual Meeting of the Company to be held in 2027, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is ratified and that directors are authorized to determine the fees to be paid to the auditors.

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ADVISORY, NON-BINDING RESOLUTIONS EXECUTIVE COMPENSATION

THAT the Company’s shareholders approve, on an advisory, non-binding basis, the Company’s executive compensation.

Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolution 13 will be proposed as an advisory, non-binding resolution.

2 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

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RECORD DATE

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on March 3, 2026. Holders of ordinary shares of Aptiv PLC are entitled to one vote for each share held of record on the record date.

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ATTENDANCE AT THE ANNUAL MEETING

We hope you will be able to attend the Annual Meeting in person. If you expect to attend, please check the appropriate box on the proxy card when you return your proxy or follow the instructions on your proxy card to vote and confirm your attendance by telephone or Internet.

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WHERE TO FIND MORE INFORMATION ABOUT THE RESOLUTIONS AND PROXIES

Additional information regarding the business to be conducted and the resolutions is set out in the proxy statement (the “Proxy Statement”) and other proxy materials, which can be accessed by following the instructions on the Notice of Internet Availability of Proxy Materials that accompanies this Notice of Annual General Meeting of Shareholders.

You are entitled to appoint one or more proxies to attend the Annual Meeting and vote on your behalf. Your proxy does not need to be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

Katherine H. Ramundo

Executive Vice President,

Chief Legal Officer,

Chief Compliance Officer

and Secretary

PLEASE NOTE THAT YOU WILL NEED PROOF THAT YOU OWN APTIV SHARES AS OF THE RECORD DATE TO BE ADMITTED TO THE ANNUAL MEETING.

This Notice of Annual General Meeting of Shareholders and the Proxy Statement are being distributed or made available on or about March 16, 2026.

SPIN-OFF OF ELECTRICAL DISTRIBUTION SYSTEMS BUSINESS

On January 22, 2025, the Company announced its intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, Versigent, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”). The Company plans to complete the Separation by April 1, 2026, subject to customary closing conditions.

REORGANIZATION

On December 17, 2024, Aptiv completed a scheme of arrangement under Jersey law (the “Scheme”), which was approved by its shareholders on December 2, 2024 and sanctioned by the Royal Court of Jersey on December 13, 2024. Pursuant to the Scheme, the ordinary shares of Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), a company organized under the laws of Jersey and the then publicly traded parent company of the Aptiv group (the “Predecessor”), were canceled and the holders thereof received, on a one-for-one basis, ordinary shares of Aptiv PLC. Following the Scheme, Aptiv PLC became the publicly traded parent company of the Aptiv group, and the Predecessor became a wholly owned subsidiary of Aptiv PLC. References in this Proxy Statement to “we,” “our,” “Aptiv,” “Aptiv PLC” or the “Company” refer to the Predecessor prior to completion of the Scheme and to Aptiv PLC after the completion of the Scheme.

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