Versigent PLC

Previous wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of Versigent PLC (“Versigent”) for the three and six months ended June 30, 2026. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in the following sections:

Current wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of Versigent PLC (“Versigent”) for the three and nine months ended September 30, 2026. This discussion should be read in conjunction with Item 1. Financial Statements. Our MD&A is presented in the following sections:

Previous wording

We also develop, manufacture and sell our solutions to a number of adjacent end markets, including agriculture, construction and grid and infrastructure, and have begun penetrating other industrial end markets, including off-grid power storage and robotics. With a proven portfolio of solutions, we expect to leverage our long-standing customer relationships, technical expertise within power, data and signal distribution, and capabilities built serving the global automotive industry to further penetrate these adjacent markets.

Current wording

We also develop, manufacture and sell our solutions to a number of adjacent end markets. These markets include our commercial vehicles business, as well as agriculture, construction, and grid and infrastructure, and we have begun exploring other industrial end markets, including off-grid power storage and robotics. With a proven portfolio of solutions, we expect to leverage our long-standing customer relationships, technical expertise within power, data and signal distribution, and capabilities built serving the global automotive industry to further penetrate these adjacent markets.

Previous wording

Pricing. Cost reduction initiatives adopted by our customers continue to drive pricing pressure, including contractual step-downs in component pricing over program life cycles. Our profitability depends on our ability to offset these reductions through operational efficiencies and cost savings. Inflationary pressures and evolving trade policies have increased costs; we continue to pursue price recoveries and contractual adjustments to mitigate these impacts.

Current wording

Pricing. Cost reduction initiatives adopted by our customers continue to drive pricing pressure, including contractual step-downs in component pricing over program life cycles. Our profitability depends on our ability to offset these reductions through operational efficiencies and cost savings. Inflationary pressures and evolving trade policies have increased costs and we continue to pursue commercial recoveries and contractual remedies to mitigate these impacts.

Previous wording

We maintain a flexible cost structure, with a significant portion of our hourly workforce located in best cost countries and approximately 34% contingent labor as of June 30, 2026. We continue to optimize our manufacturing footprint and cost structure through restructuring and operational initiatives to align capacity with demand and support investment in advanced technologies.

Current wording

We maintain a flexible cost structure, with a significant portion of our hourly workforce located in best cost countries and approximately 37% contingent labor as of September 30, 2026. We continue to optimize our manufacturing footprint and cost structure through restructuring and operational initiatives to align capacity with demand and support investment in advanced technologies.

Previous wording

Three and Six Months Ended June 30, 2026 versus Three and Six Months Ended June 30, 2025

Current wording

Three and Nine Months Ended September 30, 2026 versus Three and Nine Months Ended September 30, 2025

Previous wording

The Company’s results of operations for the three and six months ended June 30, 2026 and 2025 were as follows:

Current wording

The Company’s results of operations for the three and nine months ended September 30, 2026 and 2025 were as follows:

Previous wording

Net sales for the three months ended June 30, 2026 totaled $2,444 million, an increase of $238 million, or 11%, compared to the three months ended June 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $2,123 million and 87%, respectively, during the three months ended June 30, 2026, compared to $1,943 million and 88%, respectively, during the three months ended June 30, 2025. The change in net sales, cost of sales, and gross profit for the three months ended June 30, 2026 was primarily driven by the impacts below.

Current wording

Net sales for the three months ended September 30, 2026 totaled $2,450 million, an increase of $164 million, or 7%, compared to the three months ended September 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $2,120 million and 87%, respectively, during the three months ended September 30, 2026, compared to $1,990 million and 87%, respectively, during the three months ended September 30, 2025. The change in net sales, cost of sales, and gross profit for the three months ended September 30, 2026 was primarily driven by the impacts below.

Previous wording

Cost of sales increased $180 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Increases were driven primarily by volume increases and higher commodity prices, partially offset by operational cost reductions.

Current wording

Cost of sales increased $130 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Increases were driven primarily by higher commodity prices and foreign currency impacts, partially offset by operational cost reductions.

Previous wording

Net sales for the six months ended June 30, 2026 totaled $4,656 million, an increase of $426 million, or 10%, compared to the six months ended June 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $4,091 million and 88%, respectively, during the six months ended June 30, 2026, compared to $3,718 million and 88%, respectively, during the six months ended June 30, 2025. The change in net sales, cost of sales, and gross profit for the six months ended June 30, 2026 was primarily driven by the impacts below.

Current wording

Net sales for the nine months ended September 30, 2026 totaled $7,106 million, an increase of $590 million, or 9%, compared to the nine months ended September 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $6,211 million and 87%, respectively, during the nine months ended September 30, 2026, compared to $5,708 million and 88%, respectively, during the nine months ended September 30, 2025. The change in net sales, cost of sales, and gross profit for the nine months ended September 30, 2026 was primarily driven by the impacts below.

Previous wording

Increasing volumes drove a 5% increase in sales for the period. This primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to a slight decrease in global automotive production. In addition, our net sales reflect higher customer pass-through due to higher commodity costs and foreign currency impacts, primarily related to the Euro and Chinese Yuan.

Current wording

Increasing volumes drove a 3% increase in sales for the period. This primarily reflects volume growth in North America and Asia Pacific, partially offset by volume declines in Europe, compared to a slight decrease in global automotive production. In addition, our net sales reflect higher customer pass-through due to higher commodity costs and foreign currency impacts, primarily related to the Euro and Chinese Renminbi.

Previous wording

Cost of sales increased $373 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Increases were driven by higher volumes, increases in commodity prices and strengthening of foreign currencies, partially offset by operational cost reductions.

Current wording

Cost of sales increased $503 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Increases were driven by higher volumes, increases in commodity prices and foreign currency impacts, partially offset by operational cost reductions.

Previous wording

SG&A primarily includes administrative expenses, information technology costs, incentive compensation related costs and selling and marketing expenses. SG&A remained relatively flat during the three months ended June 30, 2026 compared to the same period in 2025. SG&A decreased during the six months ended June 30, 2026 compared to the same period in 2025, primarily due to a decrease in bad debt expense.

Current wording

SG&A primarily includes administrative expenses, information technology costs, incentive compensation related costs and selling and marketing expenses. SG&A as a percentage of net sales remained relatively flat during the three months ended September 30, 2026 compared to the same period in 2025. SG&A as a percentage of net sales decreased during the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a decrease in bad debt expense.

Previous wording

Amortization expense was de minimis and $1 million for the three months ended June 30, 2026 and 2025, respectively. During both the six months ended June 30, 2026 and June 30, 2025, amortization expense was $1 million. Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the three and six months ended June 30, 2026 reflects the continued amortization of our intangible assets.

Current wording

Amortization expense was de minimis for both the three months ended September 30, 2026 and 2025. Amortization expense was $1 million for both the nine months ended September 30, 2026 and 2025. Amortization expense reflects the non-cash charge related to definite-lived intangible assets. Amortization during the three and nine months ended September 30, 2026 reflects the continued amortization of our intangible assets.

Previous wording

As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. Charges for the six months ended June 30, 2026 included the recognition of approximately $33 million for a program to downsize and close a European manufacturing site. Charges for the three and six months ended June 30, 2025, included the recognition of approximately $9 million and $22 million, respectively, for charges incurred to downsize European sites.

Current wording

As part of the Company’s continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. These programs are primarily focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning our manufacturing capacity with the current levels of automotive production in each region. Charges for the three and nine months ended September 30, 2026 included the recognition of approximately $14 million due to an early service contract cancellation in North America. Charges for the nine months ended September 30, 2026 also included the recognition of approximately $33 million for a program to downsize and close a European manufacturing site. Charges for the three and nine months ended September 30, 2025, included the recognition of approximately $12 million and $34 million, respectively, for charges incurred to downsize European sites.

Previous wording

We expect to continue to incur additional restructuring expense in 2026 and beyond, primarily related to programs focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. The Company plans to implement additional restructuring activities in the future, if necessary, in order to align manufacturing capacity and other costs with prevailing regional automotive production levels and locations, to improve the efficiency and utilization of other locations and in order to increase investment in advanced technologies and engineering. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

Current wording

The Company is focused on reducing global overhead costs, the continued rotation of our manufacturing footprint to best cost locations in Europe and aligning manufacturing capacity with the levels of automotive production. Additionally, as we continue to operate in a cyclical industry that is impacted by movements in the global and regional economies, we continually evaluate opportunities to further adjust our cost structure and optimize our manufacturing footprint. There have been no changes in previously initiated programs that have resulted, or are expected to result, in a material change to our restructuring costs. The Company expects to incur additional restructuring costs pursuant to approved programs of approximately $43 million, including $28 million related to a program focused on global workforce alignment, all of which are expected to be incurred within the next twelve months.

Previous wording

The Company incurred separation costs of $22 million and $2 million during the three months ended June 30, 2026 and 2025, respectively. During the the six months ended June 30, 2026 and 2025, the Company incurred separation costs of $48 million and $7 million, respectively. Separation costs for all periods include one-time expenses related to the planning and execution of the Separation. The Company expects to continue to incur additional expenses related to the Separation in 2026.

Current wording

The Company incurred separation costs of $11 million and $7 million during the three months ended September 30, 2026 and 2025, respectively. During the the nine months ended September 30, 2026 and 2025, the Company incurred separation costs of $59 million and $14 million, respectively. Separation costs for all periods include one-time expenses related to the planning and execution of the Separation. The Company expects to continue to incur these additional expenses as Separation-related activities continue.

Previous wording

Interest expense was $36 million and $1 million for the three months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, interest expense was $41 million and $3 million, respectively. The increase during the three and six months ended June 30, 2026 compared to 2025 was related to the issuance of our Senior Notes and Credit Agreement in connection with the Separation. Refer to Note 10. Debt, to the consolidated financial statements contained herein for additional information.

Current wording

Interest expense was $36 million and de minimis for the three months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and 2025, interest expense was $77 million and $3 million, respectively. The increase during the three and nine months ended September 30, 2026 compared to 2025 was related to the issuance of our Senior Notes and Credit Agreement in connection with the Separation. Refer to Note 10. Debt, to the consolidated financial statements contained herein for additional information.

Previous wording

Other expense, net was $6 million and de minimis for the three months ended June 30, 2026 and 2025, respectively. Other expense, net was $7 million and $1 million for the six months ended June 30, 2026 and 2025, respectively. Other expense, net was comprised of the following:

Current wording

Other expense, net was $2 million and de minimis for the three months ended September 30, 2026 and 2025, respectively. Other expense, net was $9 million and $1 million for the nine months ended September 30, 2026 and 2025, respectively. Other expense, net was comprised of the following:

Previous wording

The Company’s effective tax rate for the three months ended June 30, 2026 and 2025 includes net discrete tax expenses of approximately $2 million and net discrete tax benefits of $6 million, respectively. The net discrete tax expense for the three months ended June 30, 2026 are primarily related to changes in reserves. The net discrete tax benefits for the three months ended June 30, 2025 are primarily related to provision to return adjustments and changes in valuation allowances.

Current wording

The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 includes net discrete tax expenses of approximately $2 million and net discrete tax expenses of $20 million, respectively. The net discrete tax expenses for the three months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the three months ended September 30, 2025 are primarily related to changes in valuation allowances.

Previous wording

The Company’s effective tax rate for the six months ended June 30, 2026 and 2025 includes net discrete tax benefits of approximately $22 million and net discrete tax benefits of $4 million, respectively. The net discrete tax benefits for the six months ended June 30, 2026 are primarily related to changes in reserves. The net discrete tax benefits for the six months ended June 30, 2025 are primarily related to provision to return adjustments and changes in valuation allowances.

Current wording

The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 includes net discrete tax benefits of approximately $19 million and net discrete tax expenses of $16 million, respectively. The net discrete tax benefits for the nine months ended September 30, 2026 are primarily related to changes in reserves. The net discrete tax expenses for the nine months ended September 30, 2025 are primarily related to changes in valuation allowances.

Previous wording

Adjusted EBITDA is a non-GAAP measure, which is defined as net income before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, net (loss) income attributable to noncontrolling interest, other income (expense), net, equity income (loss), net of tax, restructuring, separation costs related to the Spin-Off, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA Margin is a non-GAAP measure, which is defined as Adjusted EBITDA as a percentage of net sales.

Current wording

Adjusted EBITDA is a non-GAAP measure, which is defined as net income (loss) attributable to Versigent before depreciation and amortization (including asset impairments), interest expense, income tax expense (benefit), net income (loss) attributable to noncontrolling interest, other expense (income), net, equity income (loss), net of tax, restructuring, separation costs related to the Spin-Off, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), and other special items. Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA margin is a non-GAAP measure, which is defined as Adjusted EBITDA as a percentage of net sales.

Previous wording

We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful measures in assessing the Company’s operational profitability or loss that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. We also use Adjusted EBITDA for internal reporting, planning and forecasting purposes.

Current wording

We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. We also use Adjusted EBITDA in our financial decision-making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes.

Previous wording

Adjusted EBITDA and Adjusted EBITDA Margin should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income (loss) attributable to Versigent and net income (loss) margin, which are the most directly comparable financial measures to Adjusted EBITDA and Adjusted EBITDA Margin that are prepared in accordance with U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin, as determined and measured by the Company, should also not be compared to similarly titled measures reported by other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin should not be considered a substitute for our reported results prepared in accordance with U.S. GAAP and should not be considered as an alternative to net income (loss) attributable to Versigent and net income (loss) margin, which are the most directly comparable financial measures to Adjusted EBITDA and Adjusted EBITDA margin that are prepared in accordance with U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin, as determined and measured by the Company, may not be comparable to similarly titled measures reported by other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales.

Previous wording

As noted in the table above, the Company’s Adjusted EBITDA margin for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was 11.1% and 9.9%, respectively. The increase in the Company’s Adjusted EBITDA was primarily due to favorable volume and operational cost reductions.

Current wording

The increase in the Company’s Adjusted EBITDA was primarily due to favorable net pricing and foreign currency impacts primarily related to the Euro and Peso, partially offset by higher commodity costs.

Previous wording

The reconciliations of net income attributable to Versigent to Adjusted EBITDA for the six months ended June 30, 2026 and 2025 are as follows:

Current wording

The reconciliations of net income attributable to Versigent to Adjusted EBITDA for the nine months ended September 30, 2026 and 2025 are as follows:

Previous wording

The following table presents the year-over-year change in net sales and Adjusted EBITDA for the six months ended June 30, 2026 versus 2025:

Current wording

The following table presents the year-over-year change in net sales and Adjusted EBITDA for the nine months ended September 30, 2026 versus 2025:

Previous wording

As noted in the table above, the Company’s Adjusted EBITDA margin for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was 10.2% and 9.8%, respectively. The increase in the Company’s Adjusted EBITDA was primarily due to favorable volume and operational cost reductions offset by unfavorable commodity pricing impacts.

Current wording

The increase in the Company’s Adjusted EBITDA was primarily due to favorable volume and operational cost reductions offset by unfavorable commodity pricing impacts.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $554 million and net debt (defined as outstanding debt less cash and cash equivalents) of $1,670 million. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of June 30, 2026:

Current wording

As of September 30, 2026, we had cash and cash equivalents of $638 million and net debt (defined as outstanding debt less cash and cash equivalents) of $1,486 million. The following table summarizes our available liquidity, which includes cash, cash equivalents and funds available under our significant committed credit facilities, as of September 30, 2026:

Previous wording

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. As of June 30, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $545 million. If additional non-U.S. cash was needed for our U.S. operations, we would utilize a combination of the strategies mentioned above.

Current wording

We also continue to expect to be able to move funds between different countries to manage our global liquidity needs without material adverse tax implications, subject to current monetary policies. We utilize a combination of strategies, including dividends, cash pooling arrangements, intercompany loan repayments and other distributions and advances to provide the funds necessary to meet our global liquidity needs. As of September 30, 2026, the Company’s cash and cash equivalents held by our non-U.S. subsidiaries totaled approximately $636 million. If additional non-U.S. cash was needed for our U.S. operations, we would utilize a combination of the strategies mentioned above.

Previous wording

In April 2026, our Board of Directors approved a dividend policy under which the Company intends to return a portion of future earnings to shareholders through a regular dividend. On August 3, the Company's Board of Directors declared a quarterly cash dividend of $0.13 per share, payable on September 18, 2026 to shareholders of record at the close of business on September 4, 2026. The declaration and payment of future dividends are subject to the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition, results of operations, cash requirements, and other factors deemed relevant by the Board of Directors, and there can be no assurance that the Board of Directors will declare a dividend in the future.

Current wording

The declaration and payment of future dividends are subject to the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition, results of operations, cash requirements, and other factors deemed relevant by the Board of Directors, and there can be no assurance that the Board of Directors will declare a dividend in the future.

Previous wording

In April 2026, our Board of Directors approved a new stock repurchase program that allows the Company to convert a portion of its ordinary shares into redeemable shares from time to time, in an aggregate amount not to exceed $250 million. We will determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount of these purchases, if any, may change.

Current wording

In April 2026, our Board of Directors approved a stock repurchase program that allows the Company to convert a portion of its ordinary shares into redeemable shares from time to time, in an aggregate amount not to exceed $250 million. We will determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount of these share repurchases, if any, may change.

Previous wording

On November 26, 2025, Versigent PLC and its wholly-owned subsidiaries Cyprium Corporation (“Cyprium U.S.”) and Cyprium Holdings Luxembourg S.À.R.L (“Cyprium Luxembourg”), entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), with respect to $1.35 billion in senior secured credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan A Facility, the “Credit Facilities”) with the lenders party thereto and JPMorgan Chase Bank, N.A. The Credit Facilities became available to Versigent PLC in connection with the Spin-Off. Approximately $15 million in debt issuance costs were incurred in connection with the Credit Agreement.

Current wording

On November 26, 2025, Versigent PLC and its wholly-owned subsidiaries Versigent Corporation (“Versigent U.S.”) (formerly known as Cyprium Corporation) and Versigent Holdings Luxembourg S.À.R.L (“Versigent Luxembourg”) (formerly known as Cyprium Holdings Luxembourg S.À.R.L), entered into a credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and domestic collateral agent, and Wilmington Trust, National Association, as foreign collateral agent, with respect to $1.35 billion in senior secured credit facilities. The agreement was subsequently amended on March 25, 2026 and, as amended, is referred to herein as the “Credit Agreement”. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan A Facility, the “Credit Facilities”). The Credit Facilities became available to Versigent PLC in connection with the Spin-Off. Approximately $15 million in debt issuance costs were incurred in connection with the Credit Agreement.

Previous wording

The Credit Facilities are subject to an interest rate, at our option, of either (a) the Alternate Base Rate (“ABR” as defined in the Credit Agreement), or (b) the Term Benchmark Rate (the “Term SOFR”, “Adjusted EURIBOR”, “Adjusted Term CORRA”, or “Adjusted TIIE Rate”, each as defined in the Credit Agreement) or (c) Daily Simple RFR (“RFR Loan” as defined in the Credit Agreement), in each case, plus an applicable margin that is based on our total leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated Adjusted EBITDA, each as defined in the Credit Agreement). Interest is payable no less than quarterly. We may elect to change the selected interest rate over the term of the Credit Facilities in accordance with the provisions of the Credit Agreement.

Current wording

The Credit Facilities are subject to an interest rate, at our option, of either (a) the Alternate Base Rate (“ABR” as defined in the Credit Agreement), or (b) the Term Benchmark Rate (the “Term SOFR”, “Adjusted EURIBOR”, “Adjusted Term CORRA”, or “Adjusted TIIE Rate”, each as defined in the Credit Agreement) or (c) Daily Simple RFR (“RFR Loan” as defined in the Credit Agreement), in each case, plus an applicable margin that is based on our total leverage ratio (the ratio of

Previous wording

Cyprium U.S. and Cyprium Luxembourg are each borrowers under the Credit Agreement, under which such borrowings are guaranteed by Versigent PLC. Additional subsidiaries of Versigent PLC may be added as co-borrowers or guarantors under the Credit Agreement from time to time on the terms and conditions set forth in the Credit Agreement. The obligations of each borrower under the Credit Agreement will be jointly and severally guaranteed by each other borrower and by certain of our existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors will be secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Versigent PLC.

Current wording

Versigent U.S. and Versigent Luxembourg are each borrowers under the Credit Agreement, under which such borrowings are guaranteed by Versigent PLC. Additional subsidiaries of Versigent PLC may be added as co-borrowers or guarantors under the Credit Agreement from time to time on the terms and conditions set forth in the Credit Agreement. The obligations of each borrower under the Credit Agreement will be jointly and severally guaranteed by each other borrower and by certain of our existing and future direct and indirect subsidiaries, subject to certain exceptions customary for financings of this type. All obligations of the borrowers and the guarantors will be secured by certain assets of such borrowers and guarantors, including a perfected first-priority pledge of all of the capital stock in Versigent PLC.

Previous wording

On March 18, 2026, Cyprium U.S. and Cyprium Luxembourg issued $800 million aggregate principal amount of their 6.125% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of their 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were sold to investors in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Approximately $23 million in debt issuance costs were incurred in connection with the issuance of the Notes.

Current wording

On March 18, 2026, Versigent U.S. and Versigent Luxembourg issued $800 million aggregate principal amount of their 6.125% senior notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of their 6.375% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were sold to investors in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Approximately $23 million in debt issuance costs were incurred in connection with the issuance of the Notes.

Previous wording

Finance leases and other—As of June 30, 2026 and December 31, 2025, approximately $151 million and $61 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations of Versigent were outstanding.

Current wording

Finance leases and other—As of September 30, 2026 and December 31, 2025, approximately $51 million and $61 million, respectively, of other debt primarily issued by certain non-U.S. subsidiaries and finance lease obligations of Versigent were outstanding.

Previous wording

No dividends were received from the Company’s equity method investments during the three months ended June 30, 2026, compared to $8 million received during the three months ended June 30, 2025. During the six months ended June 30, 2026, Versigent received dividends of $2 million, compared to $8 million received during the six months ended June 30, 2025. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.

Current wording

No dividends were received from the Company’s equity method investments during the three months ended September 30, 2026 compared to $3 million received during the three months ended September 30, 2025. During the nine months ended September 30, 2026, Versigent received dividends of $2 million, compared to $11 million received during the nine months ended September 30, 2025. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.

Previous wording

Operating activities—Net cash provided by operating activities totaled $194 million and $190 million for the six months ended June 30, 2026 and 2025, respectively. Cash flows provided by operating activities for the six months ended June 30, 2026 consisted primarily of net earnings of $197 million, increased by $151 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $156 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the six months ended June 30, 2025 consisted primarily of net earnings of $208 million, increased by $133 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $152 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.

Current wording

Operating activities—Net cash provided by operating activities totaled $419 million and $413 million for the nine months ended September 30, 2026 and 2025, respectively. Cash flows provided by operating activities for the nine months ended September 30, 2026 consisted primarily of net earnings of $309 million, increased by $224 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $122 million related to changes in operating assets and liabilities, net of restructuring and pension contributions. Cash flows provided by operating activities for the nine months ended September 30, 2025 consisted primarily of net earnings of $321 million, increased by $199 million for non-cash charges for depreciation, share-based compensation and pension costs, partially offset by $131 million related to changes in operating assets and liabilities, net of restructuring and pension contributions.

Previous wording

Investing activities—Net cash used in investing activities totaled $117 million and $79 million for the six months ended June 30, 2026 and 2025, respectively, and consisted of capital expenditures.

Current wording

Investing activities—Net cash used in investing activities totaled $172 million and $123 million for the nine months ended September 30, 2026 and 2025, respectively, and consisted of capital expenditures.

Previous wording

Financing activities—Net cash provided by financing activities totaled $203 million and $1 million for the six months ended June 30, 2026 and 2025, respectively. Cash flows provided by financing activities for the six months ended June 30, 2026 primarily included $2,063 million in proceeds from issuance of senior notes and credit agreement, net of issuance costs, offset by a $1,894 million cash distribution paid to Former Parent in connection with the Separation. Cash flows provided by financing activities for the six months ended June 30, 2025 primarily included $134 million of cash transferred from Former Parent offset by repayments under short-term debt agreements.

Current wording

Financing activities—Net cash provided by financing activities totaled $117 million and net cash used in financing activities totaled $271 million for the nine months ended September 30, 2026 and 2025, respectively. Cash flows provided by financing activities for the nine months ended September 30, 2026 primarily included $2,063 million in proceeds from issuance of senior notes and credit agreement, net of issuance costs, offset by a $1,894 million cash distribution paid to Former Parent in connection with the Separation. Cash flows used in financing activities for the nine months ended September 30, 2025 primarily included $145 million of repayments under short-term debt agreements and cash transferred to Former Parent.