Versigent PLC

1. BUSINESS AND BASIS OF PRESENTATION

The separation— On January 22, 2025, Aptiv PLC (“Aptiv” or the “Former Parent”) announced its intention to separate its Electrical Distribution Systems business by means of a Spin-Off (the “Separation” or “Spin-Off”). On April 1, 2026 (the “Distribution Date”), the Spin-Off, which created Versigent PLC (“Versigent,” the “Company,” “we,” “us” or “our”), was completed in the form of a distribution of all of the ordinary shares of Versigent to holders of Aptiv’s ordinary shares on a pro rata basis. Each holder of record of Aptiv ordinary shares receivedone Versigent ordinary share for every three Aptiv ordinary shares held on March 17, 2026 (the “Record Date”). In lieu of fractional shares of Versigent, stockholders of the Company received cash. As a result of these transactions, all of the assets, liabilities, and legal entities comprising Aptiv’s Electrical Distribution Systems business are now owned directly, or indirectly through its subsidiaries, by Versigent. Versigent is an independent public company trading under the symbol “VGNT” on the New York Stock Exchange.

Nature of operations—We are a global leader in the design, development and manufacture of low-voltage (“LV”) and high-voltage (“HV”) electrical architectures. We are a global supplier of optimized vehicle architecture solutions to a broad customer base primarily comprised of original equipment manufacturers (“OEMs”) that manufacture increasingly software-defined, electrified and feature-rich vehicles. Our products provide the signal, power and data distribution that supports increased vehicle content and electrification and enables increased safety, reduced emissions and enhanced vehicle connectivity.

We sell our extensive portfolio of optimized solutions for signal, power and data distribution to leading OEMs of both light vehicles (passenger cars, trucks and vans and sport-utility vehicles) and commercial vehicles (light-duty, medium-duty and heavy-duty trucks, commercial vans, buses and off-highway vehicles). We believe our ability to support the growing trends of increased electrification of passenger and commercial vehicles, the enablement of enhanced safety features, and the consumer-driven demand for more in-vehicle electronics and features will provide continued opportunities for market share expansion and revenue growth.

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 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.

Prior to the Spin-Off, the Company was comprised of operations conducted at legal entities which were directly or indirectly wholly-owned by the Former Parent.

Basis of presentation— Prior to the Spin-Off on April 1, 2026, the historical financial statements of Versigent were prepared on a stand-alone combined basis and were derived from the Former Parent’s consolidated financial statements and accounting records as if the Electrical Distribution Systems segment of the Former Parent had been part of Versigent for all periods presented. Accordingly, for periods presented prior to April 1, 2026, our financial statements are presented on a combined basis and the periods subsequent to April 1, 2026 are presented on a consolidated basis (all periods hereinafter are referred to as the “consolidated financial statements”).

The Company’s historical financial statements for periods prior to April 1, 2026 reflect an allocation of expenses related to certain corporate functions of the Former Parent, including senior management, legal, human resources, finance and accounting, treasury, information technology services and support, cash management, payroll processing, pension and benefit administration and other shared services. These costs were allocated using methodologies that management believes were reasonable for the item being allocated. Allocation methodologies included direct usage when identifiable, as well as the Company’s relative share of revenues, headcount or functional spend as a percentage of the total. However, the allocations are not indicative of the actual expenses that would have been incurred had the Company operated as a stand-alone publicly-traded company for the periods presented. Accordingly, the historical financial information presented for periods prior to April 1, 2026 may not be indicative of the results of operations or financial position that would have been achieved if Versigent had been a stand-alone publicly-traded company during the periods shown or of the Company’s performance for periods subsequent to April 1, 2026. Related party allocations are further described in Note 3. Related-Party Transactions.

Prior to the Separation, Versigent depended on the Former Parent for all of its working capital and financing requirements, as the Former Parent used a centralized approach to cash management and financing of its operations, including the use of a global cash pooling arrangement. Accordingly, cash and cash equivalents held by the Former Parent at the corporate level were not attributable to Versigent for any of the periods presented prior to the Spin-Off. Only cash amounts specifically attributable to Versigent are reflected in the accompanying consolidated financial statements. Financing transactions related to the Company during periods prior to the Spin-Off are accounted for as a component of Former Parent’s net investment in the consolidated balance sheets and as a financing activity in the accompanying consolidated statements of cash flows.

Third-party debt obligations of the Former Parent and the corresponding interest costs related to those debt obligations, specifically those that relate to senior notes, term loans and revolving credit facilities, have not been attributed to Versigent, as Versigent was not the legal obligor of such debt obligations. The only third-party debt obligations included in the consolidated balance sheets are those for which the legal obligor is a legal entity within Versigent. None of the Company’s assets were pledged as collateral under the Former Parent’s debt obligations for any periods presented.

Prior to April 1, 2026, all intercompany transactions between the Company and the Former Parent were considered to be effectively settled in the historical financial statements at the time the transactions were recorded. As a result, the total net effect of the settlement of these intercompany transactions was reflected in the consolidated statements of cash flows as a financing activity and in the consolidated balance sheets as Former Parent’s net investment. As of April 1, 2026, outstanding transactions between Versigent and the Former Parent are reflected in the consolidated balance sheet outside of Former Parent’s net investment.

In connection with the Spin-Off, the Former Parent’s net investment was reclassified within shareholders’ equity and allocated between ordinary shares and additional paid-in capital based on the number of our ordinary shares outstanding at the distribution date.

The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and should be read in conjunction with the audited consolidated financial statements, corresponding notes, and significant accounting policies included within the Company’s Information Statement furnished with the Company’s Registration Statement on Form 10-12B/A filed on March 6, 2026. All adjustments, consisting of only normal recurring items, which are necessary for a fair presentation, have been included.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation—The consolidated financial statements include the accounts of Versigent’s U.S. and non-U.S. subsidiaries and operations in which the Company holds a controlling interest. Intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated.

Use of estimates—The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, restructuring costs, environmental remediation costs, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.

Revenue recognition—Revenue is measured based on consideration specified in a contract with a customer. Customer contracts for production parts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. Substantially all of the Company’s revenue is generated from the sale of manufactured production parts, wherein there is a single performance obligation. Transfer of control and revenue recognition for the Company’s sales of production parts generally occurs upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms. Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Refer to Note 20. Segment Reporting and Revenue for further detail of the Company’s accounting for its revenue from sales of production parts.

From time to time, Versigent enters into pricing agreements with its customers that provide for price reductions on production parts, some of which are conditional upon achieving certain joint cost saving targets, which are accounted for as variable consideration. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment if available, or in the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order and requires estimation, the Company records consideration at the most likely amount that the Company expects to be entitled to based on historical experience and input from customer negotiations.

Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Versigent makes payments to customers in conjunction with ongoing business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments. However, certain other payments to customers, or upfront fees, meet the criteria to be considered a cost to obtain a contract as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable.

Versigent collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Versigent reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales. Refer to Note 20. Segment Reporting and Revenue for further information.

Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less, for which the book value approximates fair value.

Accounts receivable—Versigent exchanges certain amounts of accounts receivable, primarily in the Asia Pacific region, for bank notes with original maturities greater than three months. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes held by the Company with original maturities of three months or less are classified as cash and cash equivalents within the consolidated balance sheets, and those with original maturities of greater than three months are classified as notes receivable within other current assets. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash.

Credit losses—Versigent is exposed to credit losses primarily through the sale of vehicle components and services. Versigent assesses the creditworthiness of a counterparty by conducting ongoing credit reviews, which considers the Company’s expected billing exposure and timing for payment, as well as the counterparty’s established credit rating. When a credit rating is not available, the Company’s assessment is based on an analysis of the counterparty’s financial statements. Versigent also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. Based on the outcome of this review, the Company establishes a credit limit for each counterparty. The Company continues to monitor its ongoing credit exposure through active review of counterparty balances against contract terms and due dates, which includes timely account reconciliation, payment confirmation and dispute resolution. The Company may also employ collection agencies and legal counsel to pursue recovery of defaulted receivables, if necessary.

Versigent primarily utilizes historical loss and recovery data, consolidated with information on current economic conditions and reasonable and supportable forecasts to develop the estimate of the allowance for doubtful accounts in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). As of September 30, 2026 and December 31, 2025, the Company reported $1,944 million and $1,567 million, respectively, of accounts receivable, net of the allowances, which includes the allowance for doubtful accounts of $18 million and $17 million, respectively. Bad debt expense was $1 million for both the three and nine months ended September 30, 2026. Bad debt expense was $4 million and $10 million for the three and nine months ended September 30, 2025, respectively, primarily related to certain local customers in China. Other changes in the allowance werenot material for the three and nine months ended September 30, 2026 and September 30, 2025. Generally, the Company does not require collateral for its accounts receivable.

Inventories—As of September 30, 2026 and December 31, 2025, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. Refer to Note 4. Inventories for additional information.

From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period as purchases are made.

Intangible assets—Intangible assets were $5 million and $7 million as of September 30, 2026 and December 31, 2025, respectively. The Company amortizes definite-lived intangible assets over their estimated useful lives. The Company has definite-lived intangible assets related to patents and developed technology, customer relationships and trade names. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred. 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.

Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 8. Warranty Obligations for additional information.

Income taxes— Prior to the Spin-Off, Versigent was included in the consolidated U.S. federal, state and foreign income tax returns of the Former Parent, where eligible. Accordingly, we adopted the separate return method in preparing a provision for income taxes for the periods prior to the Spin-Off. The calculation of income taxes on a separate return basis requires considerable judgment and use of both estimates and allocations. As a result, our provision for income taxes and deferred tax assets and liabilities reflected in our financial statements prior to the Spin-Off was estimated as if we were a separate taxpayer. Following the Spin-Off, Versigent will file tax returns independently and our provision for income taxes is prepared on a stand-alone basis.

Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. In determining whether an uncertain tax position exists, the Company determines, based solely on its technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benefit is measured on a cumulative probability basis that is more likely than not to be realized upon the ultimate settlement. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities. As it relates to changes in accumulated other comprehensive income (loss), the Company’s policy is to release tax effects from accumulated other comprehensive income (loss) when the underlying components affect earnings. Refer to Note 13. Income Taxes for additional information.

Foreign currency translation—Assets and liabilities of non-U.S. subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end-of-period currency exchange rates. The consolidated statements of operations of non-U.S. subsidiaries are translated to U.S. dollars at average-period currency exchange rates. The effect of translation for non-U.S. subsidiaries is generally reported in other comprehensive income (loss) (“OCI”). The accumulated foreign currency translation adjustment related to an investment in a foreign subsidiary is reclassified to net income (loss) upon sale or upon complete or substantially complete liquidation of the respective entity. The effect of remeasurement of assets and liabilities of non-U.S. subsidiaries that use the U.S. dollar as their functional currency is primarily included in cost of sales. Also included in cost of sales are gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity. Net foreign currency transaction gains of $3 million and losses of $6 million were included in the consolidated statements of operations for the three months ended September 30, 2026 and 2025, respectively. Net foreign currency transaction gains of $5 million and losses of $18 million were included in the consolidated statements of operations for the nine months ended September 30, 2026, and 2025, respectively.

Restructuring—The Company continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated. All other exit costs are expensed as incurred. Restructuring costs may be based on estimates which are adjusted from time to time as new events happen or additional information is obtained. Refer to Note 9. Restructuring for additional information.

Customer concentrations—We sell our products and services to the major global OEMs in every region of the world. Our ten largest customers accounted for approximately 81% of our total net sales for both the three and nine months ended September 30, 2026. For the three months ended September 30, 2026, three customers each accounted for more than 10% of our consolidated net sales at 19%,19% and 15%, respectively. For the nine months ended September 30, 2026, the three customers accounted for 18%,18% and 14% of consolidated net sales, respectively.

For the three and nine months ended September 30, 2025, our ten largest customers accounted for approximately 80% of our total net sales for each period. For the three months ended September 30, 2025, three customers each accounted for more than 10% of our consolidated net sales at 20%,15% and 12%, respectively. For the nine months ended September 30, 2025, three customers each accounted for more than 10% of consolidated net sales at 19%,14%, and 12% of consolidated net sales, respectively.

Derivative financial instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria.

Prior to the Spin-Off, the Company participated in the Former Parent’s hedging program, and the Company was allocated a portion of the impact from those activities. The Former Parent managed our exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. In connection with the Spin-Off, The Former Parent novated certain foreign currency and commodity forward contracts as well as foreign currency options to Versigent. As a result of the novations, Versigent recorded a $97 million gain within accumulated other comprehensive loss during the first quarter of 2026. Following the Separation, the Company directly manages exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies.

Exposure to fluctuations in currency exchange rates and certain commodity prices are managed by entering into a variety of forward and option contracts and swaps with various counterparties. Such financial exposures are managed in accordance with the policies and procedures of Versigent. Versigent does not enter into derivative transactions for speculative or trading purposes. As part of the hedging program approval process, Versigent identifies the specific financial risk which the derivative transaction will minimize, the appropriate hedging instrument to be used to reduce the risk and the correlation between the financial risk and the hedging instrument. Purchase orders, sales contracts, letters of intent, capital planning forecasts and historical data are used as the basis for determining the anticipated values of the transactions to be hedged. Versigent does not enter into derivative transactions that do not have a high correlation with the underlying financial risk. Hedge positions, as well as the correlation between the transaction risks and the hedging instruments, are reviewed on an ongoing basis.

Foreign exchange forward contracts are accounted for as hedges of firm or forecasted foreign currency commitments or foreign currency exposure of the net investment in certain foreign operations to the extent they are designated and assessed as highly effective. All foreign exchange contracts are marked to market on a current basis. Commodity swaps are accounted for as hedges of firm or anticipated commodity purchase contracts to the extent they are designated and assessed as effective. All other commodity derivative contracts that are not designated as hedges are either marked to market on a current basis or are exempted from mark to market accounting as normal purchases. At September 30, 2026 and December 31, 2025, the Company’s exposure to movements in interest rates was not hedged with derivative instruments.

Refer to Note 16. Derivatives and Hedging Activities and Note 17. Fair Value of Financial Instruments for additional information.

Pension and other post-retirement benefits (OPEB)—Certain of the Company’s non-U.S. subsidiaries sponsor defined-benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. In the fourth quarter of 2025, in advance of the Spin-Off, certain plans that were previously sponsored by the Former Parent and included Versigent employees as well as employees of other Former Parent subsidiaries (the “Shared Plans”) were legally split and allocated to the Company. Prior to the legal separation and transfer, under the guidance in ASC 715, Compensation—Retirement Benefits, the Company accounted for the Shared Plans as multiemployer plans, and accordingly the Company did not record an asset or liability to recognize the funded status of the Shared Plans. The related pension and other post-employment expenses of the Shared Plans were charged to Versigent based on the service cost of active participants. Following the legal separation and transfer of these plans to the Company, the Company accounts for these plans as single-employer plans.

In addition, beginning in the fourth quarter of 2025, liabilities related to inactive employees in Germany under a Former Parent-sponsored plan that had not yet legally transferred to the Company due to regulatory reasons were attributed to the Company. These liabilities were legally transferred in the third quarter of 2026. Prior to completion of the legal transfer, the Former Parent paid the benefits due to these inactive employees on behalf of Versigent and Versigent reimbursed the Former Parent.

Refer to Note 11. Pension Benefits for additional information.

Recently adopted accounting pronouncements—Versigent adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets in the first quarter of 2026. The amendments in this update provide a practical expedient for estimating credit losses for current accounts receivable and current contract assets that arise from transactions accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements not yet adopted— In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update provide clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. The amendments also provide additional guidance for reporting material events occurring after the most recent annual period. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments in this update establish the accounting for government grants, including guidance for grants related to an asset and grants related to income. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The amendments in this update provide targeted improvements intended to enhance alignment between risk management activities and financial reporting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this update exclude from derivative accounting non exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments also provide clarification for share-based payments from a customer in a revenue contract. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and modernize the accounting for costs related to internal-use software. The amendments also remove all references to prescriptive and sequential software development stages, as well as clarify disclosure requirements for capitalized software costs. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, that are included in each relevant income statement expense line item. The amendments also require qualitative descriptions of the amounts remaining in relevant expense line items not separately disaggregated quantitatively. Certain amounts already disclosed under existing U.S. GAAP are required to be included in the same disclosure as the other disaggregated income statement expense line items. In addition, the amendments require disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of those expenses. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this guidance is expected to result in incremental disclosures in the Company’s consolidated financial statements.

The Company considers the applicability and impact of all ASUs issued by the Financial Accounting Standards Board. Other recently issued accounting pronouncements are not expected to have a significant impact or are not relevant to the Company’s condensed consolidated financial statements.

3. RELATED-PARTY TRANSACTIONS

Pursuant to the Spin-Off, the Former Parent ceased to be a related party to the Company and accordingly, no related party transactions or balances have been reported subsequent to April 1, 2026. The Company entered into a number of agreements with the Former Parent to govern the Spin-Off and provide a framework for the relationship between the parties going forward, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement.

In connection with the Spin-Off, the Company paid a dividend of $1,894 million to the Former Parent.

The following discussion summarizes activity between the Company and the Former Parent that occurred prior to the completion of the Spin-Off.

Related Party Sales and Purchases

Prior to the Spin-Off, in the ordinary course of business, the Company entered into transactions with the Former Parent and certain of its subsidiaries for the sale or purchase of goods. Subsequent to the Spin-Off, transactions with the Former Parent and its affiliates represent third-party transactions.

Prior to the Spin-Off, net sales of products from Versigent to affiliates of the Former Parent totaled $2 million for the three months ended March 31, 2026. Net sales of products from Versigent to affiliates of the Former Parent were $1 million and $2 million for the three and nine months ended September 30, 2025, respectively.

Prior to the Spin-Off, total purchases from affiliates of the Former Parent totaled $192 million for the three months ended March 31, 2026. Total purchases from affiliates of the Former Parent totaled $206 million and $593 million for the three and nine months ended September 30, 2025, respectively.

As of December 31, 2025, $49 million is included within Accounts receivable, net related to amounts due from affiliates of the Former Parent and $172 million is included within Accounts payable related to amounts due to affiliates of the Former Parent. These amounts were previously separately presented as related party balances within the consolidated financial statements for periods prior to the Spin-Off.

Allocations of Costs Prior to the Spin-Off

Prior to the Spin-Off, the Company had certain services and functions provided to it by the Former Parent. These services and functions included, but were not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology services and support, cash management, payroll processing, pension and benefit administration and other shared services. These costs were allocated using methodologies that management believes were reasonable for the item being allocated. Allocation methodologies included direct usage when identifiable, as well as the Company’s relative share of revenues, headcount or functional spend as a percentage of the total.

The total costs for services and functions allocated to the Company from the Former Parent for periods prior to the Spin-Off were as follows:

(1)All amounts incurred prior to the April 1, 2026 Spin-Off.

Former Parent’s Net Investment

Former Parent’s net investment in the consolidated financial statements represents the Former Parent’s historical investment in the Company, the net effect of transactions with, and allocations from, the Former Parent, as well as Versigent’s accumulated earnings and other comprehensive income (loss). Net transfers (to) from the Former Parent are included within Former Parent’s net investment in the consolidated financial statements. The components of net transfers (to) from Former Parent were as follows:

(1)Represents non-cash income tax impacts incurred in the respective period as a result of the application of the separate return basis with respect to the income tax provision and related balance sheet accounts within the consolidated financial statements, as further described in Note 13. Income Taxes, as well as taxes paid by the Former Parent.

(2)Net transfers to Former Parent per consolidated statements of shareholders’ equity was $200 million for the three months ended September 30, 2025.

4. INVENTORIES

Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:

5. ASSETS

Other current assets consisted of the following:

Other long-term assets consisted of the following:

6. INVESTMENTS IN AFFILIATES

Equity Method Investments

As part of Versigent’s operations, it has investments intwo non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located in North America and Asia Pacific. The most significant investment is in Promotora de Partes Electricas Automotrices, S.A. de C.V. (of which Versigent owns approximately 40%). The Company’s aggregate investments in affiliates was $146 million and $143 million as of September 30, 2026 and December 31, 2025, respectively. No dividends were received from non-consolidated affiliates for the three months ended September 30, 2026. Dividends of $3 million for the three months ended September 30, 2025 were received from non-consolidated affiliates. Dividends of $2 million and $11 million for the nine months ended September 30, 2026 and 2025, respectively, were received from these non-consolidated affiliates. There wereno impairment charges recorded for the three and nine months ended September 30, 2026 and 2025.

The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that such a decline has occurred, an impairment loss is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values.

7. LIABILITIES

Accrued liabilities consisted of the following:

Other long-term liabilities consisted of the following:

8. WARRANTY OBLIGATIONS

Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. The Company has recognized a reasonable estimate for its total aggregate warranty reserves, including product recall costs, as of September 30, 2026. At September 30, 2026, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

The table below summarizes the activity in the product warranty liability for the nine months ended September 30, 2026:

9. RESTRUCTURING

Versigent’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing Versigent’s strategy, pursuant to significant restructuring programs.

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. The Company recorded employee-related and other restructuring charges related to these programs of $22 million during the three months ended September 30, 2026 and $68 million during the nine months ended September 30, 2026. 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.

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.

During the three and nine months ended September 30, 2025, restructuring charges approximated $21 million and $62 million, respectively, which included the recognition of approximately $12 million and $34 million, respectively, for charges incurred to downsize European sites.

Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Versigent incurred cash expenditures related to its restructuring programs of approximately $48 million and $41 million in the nine months ended September 30, 2026 and 2025, respectively.

The table below summarizes the activity in the restructuring liability for the nine months ended September 30, 2026:

10. DEBT

The following is a summary of debt outstanding, net of unamortized issuance costs, as of September 30, 2026 and December 31, 2025:

Credit Agreement

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 afive-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.

As of September 30, 2026, Versigent hadno amounts outstanding under the Revolving Credit Facility and no letters of credit have been issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.

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.

The applicable interest rate margins for the Credit Facilities will increase or decrease from time to time between 1.25% and 2.00% per annum (for Term Benchmark and RFR loans) and between 0.25% and 1.00% per annum (for ABR loans), in each case based upon changes to our total leverage ratio. Accordingly, the interest rates for the Credit Facilities will fluctuate during the term of the Credit Agreement. The Credit Agreement also requires that we pay certain facility fees on the aggregate commitments under the Revolving Credit Facility and certain letter of credit issuance and fronting fees.

Letters of credit are available for issuance under the Credit Agreement on terms and conditions customary for financings of this type, which issuances will reduce availability under the Revolving Credit Facility.

We are obligated to make quarterly principal payments throughout the term of the Term Loan A Facility. Borrowings under the Credit Agreement are prepayable at our option without premium or penalty, subject to customary increased cost provisions.

The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur certain additional indebtedness, liens, restricted payments, investments, asset dispositions, affiliate transactions, and amendments of certain indebtedness. In addition, the Credit Agreement requires that we maintain a total leverage ratio of not greater than 4.25:1.00 for the first four quarters following the availability date, 4.00:1.00 for the fifth through eighth quarters following the availability date, and 3.75:1.00 for all quarters thereafter, and an Interest Coverage Ratio (the ratio of Consolidated Adjusted EBITDA to Ratio Interest Expense, each as defined in the Credit Agreement) of at least 3.00:1.00. The Credit Agreement contains provisions pursuant to which, based upon our achievement of certain corporate credit ratings, certain covenants and/or our obligation to provide collateral to secure the Credit Facilities, will be suspended.

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.

Loans under the Term Loan A Facility bear interest, at Versigent’s option, at either (a) ABR or (b) Term Benchmark Rate and RFR (the “Benchmark Loans”) plus in either case a percentage per annum as set forth in the table below (the “Term Loan Applicable Rate”). The rates under the Term Loan A Facility on the specified dates are set forth below:

The Credit Agreement also contains events of default customary for financings of this type. The Company is in compliance with the Credit Agreement covenants.

Senior Unsecured Notes

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.

The 2031 Notes will mature on April 15, 2031 and were priced at 100% of par, resulting in a yield to maturity of 6.125%. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.

The 2034 Notes will mature on April 15, 2034 and were priced at 100% of par, resulting in a yield to maturity of 6.375%. Interest is payable semi-annually on April 15 and October 15 of each year to holders of record at close of business on April 1 or October 1 immediately preceding the interest payment date.

The notes are guaranteed, jointly and severally, on an unsecured basis, by each of our current and future domestic subsidiaries that guarantee our Credit Facilities, as described above. The proceeds from the Notes, together with the proceeds from the borrowings under the Credit Agreement, were used to fund a $1,894 million dividend to the Former Parent, with remaining proceeds used for general corporate purposes.

Other Financing

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 were outstanding.

Interest—Cash paid for interest related to debt outstanding totaled $18 million and $2 million for the nine months ended September 30, 2026 and 2025, respectively.

11. PENSION BENEFITS

The Company sponsors defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. The Company’s primary plans are located in Mexico, Germany, Portugal and Turkey. Certain Mexican plans are funded. Certain of the Company’s Mexican plans, as well as the Turkey plan, provide for benefits payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period. The Company does not have any U.S. pension assets or liabilities.

In the first quarter of 2026, the Company recorded a curtailment loss of $4 million resulting from a workforce reduction related to a planned closure of a European manufacturing site.

The amounts shown below reflect the defined benefit pension expense for the three and nine months ended September 30, 2026 and 2025:

Other postretirement benefit obligations as of September 30, 2026 was $1 million and there wereno other postretirement benefit obligations as of December 31, 2025.

Multiemployer Pension Plans

As described in Note 2. Significant Accounting Policies, prior to the legal split of plans in 2025, certain of the Company’s employees, primarily in Mexico and Germany, participated in the Shared Plans sponsored by the Former Parent. The Company recorded an expense of approximately $1 million and $3 million for the three and nine months ended September 30, 2025, respectively, to record its allocation of pension benefit service costs related to the Shared Plans.

12. COMMITMENTS AND CONTINGENCIES

Ordinary Business Litigation

The Company is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of the Company that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of the Company. With respect to warranty matters, although the Company cannot ensure that the future costs of warranty claims by customers will not be material, the Company believes its established reserves are adequate to cover potential warranty settlements.

Environmental Matters

The Company is subject to the requirements of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations. As of September 30, 2026 and December 31, 2025, the undiscounted reserve for environmental investigation and remediation recorded in other liabilities were de minimis. The Company cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, the Company’s results of operations could be materially affected. At September 30, 2026, the difference between the recorded liabilities and the reasonably possible range of potential loss was not material.

13. INCOME TAXES

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Global economic conditions and geopolitical factors are difficult to predict and may cause fluctuations in our expected results of operations for the year, which could create volatility in our annual expected effective income tax rate. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit or expense can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as our tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.

The Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2026 and 2025 were as follows:

The Company’s tax rate is affected by the fact that it is a Swiss resident tax payer, the tax rates in Switzerland and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. The Company’s effective tax rate is also impacted by the receipt of certain tax incentives and holidays that reduce the effective tax rate for certain subsidiaries below the statutory rate.

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.

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.

Versigent is a Swiss resident taxpayer and not a domestic corporation for U.S. federal income tax purposes. As such, it is not subject to U.S. tax on remitted foreign earnings and, as a result of its capital structure, is also generally not subject to Swiss tax on the repatriation of foreign earnings.

Cash paid or withheld for income taxes was $74 million and $72 million for the nine months ended September 30, 2026 and 2025, respectively.

As part of the Spin-Off, we entered into a number of agreements with the Former Parent to govern the Separation and our relationship with the Former Parent following the Separation including a Tax Matters Agreement. Pursuant to the Tax Matters Agreement executed in connection with the Spin-Off, Aptiv will generally be responsible and indemnify us for taxes imposed on a joint return basis for periods ending on the Distribution Date. As a result of the execution of the Tax Matters Agreement during the quarter ended March 31, 2026, the Company released its remaining tax indemnification liability to the Former Parent through Former Parent Investment related to any joint return basis positions for periods ending on the Distribution Date.

On January 15, 2025, the OECD released Administrative Guidance (the “Guidance”) on Article 9.1 of the Global Anti-Base Erosion Model Rules (the “Model Rules”) which amends the Pillar Two Framework. Jurisdictions that have adopted the Framework may implement and administer their domestic laws consistent with the Model Rules and Guidance. The Guidance eliminates the tax basis in certain deferred tax assets including tax credit carryforwards for purposes of the global minimum tax established under the Framework. While the Guidance is applicable to the tax incentive granted to the Company’s Swiss subsidiary in 2023, a full valuation allowance against this attribute has been maintained since 2023. Therefore, the Guidance did not result in a change on the Company’s consolidated financial statements. No other deferred tax assets are impacted by the Guidance.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that were applicable to the Company beginning in 2025, with additional provisions applying in subsequent years. Included in these changes are favorable adjustments to deductions for interest, qualified property, and research and development expenditures, as well as reforms to the international tax framework. The Act will not have a material impact on the Company’s consolidated financial statements.

14. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE

Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Versigent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Versigent by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For periods prior to the Spin-Off, the denominator for basic and diluted earnings per share was calculated using the 70.89 million Versigent ordinary shares outstanding immediately following the Spin-Off. The same number of shares was used to calculate basic and diluted earnings per share in those periods since no Versigent equity awards were outstanding prior to the Spin-Off. For periods subsequent to the Spin-Off, the calculation of earnings per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 19. Share-Based Compensation for additional information.

Weighted Average Shares

The following table illustrates earnings per share attributable to Versigent and the weighted average shares outstanding used in calculating basic and diluted earnings per share:

Share Repurchase Program

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.

Dividends

The Company has declared and paid cash dividends per ordinary share during the periods presented as follows:

In addition, on November 3, 2026, our Board of Directors declared a quarterly cash dividend of $0.13 per ordinary share, payable on December 17, 2026 to shareholders of record at the close of business on December 4, 2026. The announcement and payment of cash dividends on our ordinary shares in the future, in this amount or otherwise, will be within the discretion of our Board of Directors at such time.

15. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss attributable to Versigent (net of tax) for the three and nine months ended September 30, 2026 and 2025 are shown below:

Reclassifications from accumulated other comprehensive income (loss) to income for the three and nine months ended September 30, 2026 and 2025 were as follows:

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 11. Pension Benefits for additional details).

16. DERIVATIVES AND HEDGING ACTIVITIES

Cash Flow Hedges

Versigent is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Versigent aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Versigent enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Versigent assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.

As of September 30, 2026, the Company had the following outstanding notional amounts related to commodity and foreign currency forward and option contracts designated as cash flow hedges that were entered into to hedge forecasted exposures:

As of September 30, 2026, Versigent has entered into derivative instruments to hedge cash flows extending out to September 2028.

Gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Net gains on cash flow hedges included in accumulated OCI as of September 30, 2026 were $89 million (approximately $76 million, net of tax). Of this total, approximately $83 million of gains are expected to be included in cost of sales within the next 12 months and approximately $6 million of gains are expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Versigent determines it is no longer probable that the originally forecasted transactions will occur. Cash flows from derivatives used to manage commodity and foreign exchange risks designated as cash flow hedges are classified as operating activities within the consolidated statements of cash flows.

Derivatives Not Designated as Hedges

In certain occasions the Company enters into certain foreign currency and commodity contracts that are not designated as hedges. When hedge accounting is not applied to derivative contracts, gains and losses are recorded to other expense, net and cost of sales in the consolidated statements of operations.

Fair Value of Derivative Instruments in the Balance Sheet

The fair value of derivative financial instruments recorded in the consolidated balance sheet as of September 30, 2026 is as follows:

• Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.

The fair value of Versigent’s derivative financial instruments were in a net asset position as of September 30, 2026.

Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income

The pre-tax effects of derivative financial instruments in the consolidated statements of operations and consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 are as follows:

The gain or loss recognized in income for designated and non-designated derivative instruments was recorded to cost of sales and other expense, net in the consolidated statements of operations for the three and nine months ended September 30, 2026.

Refer to Note 2. Significant Accounting Policies and Note 17. Fair Value of Financial Instruments for additional information.

17. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements on a Recurring Basis

Derivative instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Versigent’s derivative exposures are with counterparties with long-term investment grade credit ratings. Versigent estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Versigent also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Versigent is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Versigent is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.

In certain instances where market data is not available, Versigent uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Versigent generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.

As of September 30, 2026, Versigent was in a net derivative asset position of $76 million, and no significant adjustments were recorded based on the evaluation of our own nonperformance risk and because Versigent’s exposures were to counterparties with investment grade credit ratings.

As of September 30, 2026, Versigent had the following assets measured at fair value on a recurring basis:

As of September 30, 2026, Versigent had the following liabilities measured at fair value on a recurring basis:

Non-derivative financial instruments—Versigent’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which may consist of accounts receivable factoring arrangements, finance leases and other debt issued by Versigent’s non-U.S. subsidiaries, the Credit Facilities and all series of outstanding senior notes. The fair value of debt is developed using observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. As of September 30, 2026 total debt was recorded at $2,124 million and had an estimated fair value of $2,075 million. For all other financial instruments recorded at September 30, 2026, fair value approximates book value.

Fair Value Measurements on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, Versigent also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Financial and nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, equity investments without readily determinable fair values and liabilities for exit or disposal activities measured at fair value upon initial recognition. Versigent recorded non-cash long-lived asset impairment charges of $7 million and $14 million during the three and nine months ended September 30, 2026, respectively, within cost of sales, primarily related to the declines in the fair value of certain long-lived assets and a planned site exit. The Company recorded long-lived asset impairment charges which were de minimis and $3 million during the three and nine months ended September 30, 2025, respectively. Fair value of long-lived and other assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, Versigent has determined that the fair value measurements of long-lived and other assets principally fall in Level 3 of the fair value hierarchy.

18. OTHER EXPENSE, NET

Other expense, net included:

19. SHARE-BASED COMPENSATION

Long-Term Incentive Plan

The Versigent PLC 2026 Long-Term Incentive Plan (the “PLC LTIP”) allows for the grant of share-based awards (up to 6,380,429 shares) for long-term compensation. The Company had no share-based compensation plans prior to the Spin-Off; however certain of our employees participated in the Former Parent’s share-based compensation arrangement, the Aptiv PLC 2024 Long-Term Incentive Plan and the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (together the “Former Parent Plan”). As discussed further below, outstanding awards under the Former Parent Plan were adjusted and converted into Versigent equity awards.

Share-based compensation expense within the consolidated financial statements for periods prior to the Spin-Off was allocated to Versigent based on the awards and terms previously granted to Versigent employees while part of the Former Parent, and includes the cost of Versigent employees who participated in the Former Parent Plan, as well as an allocated portion of the cost of the Former Parent’s corporate employee awards.

In connection with the Spin-Off, outstanding equity awards to executives under the Former Parent Plan were adjusted and converted into Versigent equity awards using a formula designed to maintain the economic value of the awards immediately before and after the Spin-Off. Accordingly, the number of restricted stock units (“RSUs”) underlying each unvested award outstanding as of the date of the Separation was multiplied by a factor of 2.453. The RSUs continue to vest in accordance with their original vesting period. The conversions of equity awards did not have a material impact on the Company’s consolidated financial statements.

All RSUs granted under the PLC LTIP, including adjusted and converted equity awards under the Former Parent Plan, are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.

Board of Director Awards

Versigent has granted RSUs to non-employee members of the Board of Directors as detailed in the table below:

(1)Determined based on the closing price of the Company’s ordinary shares on the date of the grant.

(2)Pursuant to their respective award agreements the RSUs vest on the day immediately preceding the next Annual General Meeting of Shareholders occurring after their grant.

Executive Awards

Executive awards include a time-based vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 40% of the awards for the Company’s officers and 50% for the Company’s other executives, generally vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% of the awards for the Company’s officers and 50% for the Company’s other executives, generally vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:

(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.

(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.

(3)The performance-based RSUs granted in 2025 and 2026 are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20% if relative total shareholder return is in the upper quartile against a comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the performance period as defined above. There will be no adjustment if relative total shareholder return is in the middle quartiles.

(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.

The details of the annual executive grants are as follows:

The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of Versigent’s ordinary shares on the date of the grant of the award and a contemporaneous valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.

Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of Versigent’s ordinary shares on the date of such grant.

A summary of RSU activity, including award grants, vesting and forfeitures is provided below:

(1)Reflects the conversion of outstanding equity awards to executives under the Former Parent Plan into Versigent equity awards in conjunction with the Spin-Off, along with the transfer of certain corporate employees to Versigent.

(2)Nonvested RSUs and the corresponding weighted average grant date fair value as of September 30, 2026 are presented on a Versigent basis using the conversion factor described above in connection with the Spin-Off.

Share-based compensation expense related to these RSUs, which for periods prior to the Spin-Off includes the cost of Versigent employees who participated in the Former Parent plan as well as an allocated portion of the cost of Former Parent senior management awards, was $9 million ($9 million, net of tax) and $8 million ($7 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended September 30, 2026 and 2025, respectively. Share-based compensation expense recorded within the consolidated statement of operations included $28 million ($27 million, net of tax) and $24 million ($21 million, net of tax) during the nine months ended September 30, 2026 and 2025, respectively.

Versigent will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of September 30, 2026, unrecognized compensation expense on a pretax basis of approximately $63 million is anticipated to be recognized over a weighted average period of approximately 2 years.

20. SEGMENT REPORTING AND REVENUE

The Company operates its core business as a single reportable segment, which includes low-voltage and high-voltage electrical architectures. Financial results for the Company’s reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s chief operating decision maker (“CODM”) to assess performance and make internal operating decisions about allocating resources. The Company’s CODM is the Chief Executive Officer.

Generally, the Company’s management, including the CODM, utilizes net income (loss) to evaluate the Company’s performance, the allocation of operating and capital resources and for planning and forecasting purposes.

Included below are segment net sales, significant expenses and operating data for the three and nine months ended September 30, 2026 and 2025:

(1)Other segment items primarily include amortization, restructuring, separation costs, interest expense, other expense, net, income tax expense and equity income, net.

Included below is additional segment information for the three and nine months ended September 30, 2026 and 2025:

(1)Segment depreciation and amortization is included within cost of sales, selling, general and administrative expense and amortization expense disclosed.

Included below is balance sheet data as of September 30, 2026 and December 31, 2025:

Nature of Goods and Services

The principal activity from which the Company generates its revenue is the manufacturing of production parts for OEM customers. The Company recognizes revenue for production parts at a point in time, rather than over time, as the performance obligation is satisfied when customers obtain control of the product upon title transfer and not as the product is manufactured or developed.

Although production parts are highly customized with no alternative use, the Company does not have an enforceable right to payment as customers have the right to cancel a product program without a notification period. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates and price discounts), as applicable. Customers typically pay for production parts based on customary business practices with payment terms averaging 60 days.

Refer to Note 2. Significant Accounting Policies for a complete description of the Company’s revenue recognition accounting policy.

Revenue by Product Line

Revenue by product line for the three and nine months ended September 30, 2026 and 2025 is as follows:

Revenue by Geographic Region

Net sales reflects the manufacturing location and is for the three and nine months ended September 30, 2026 and 2025.

Contract Balances

Consistent with the recognition of production parts revenue at a point in time title transfers to the customer, the Company hasno contract assets or contract liabilities balances as of September 30, 2026 and December 31, 2025.

Remaining Performance Obligations

For production parts, customer contracts generally are represented by a combination of a current purchase order and a current production schedule issued by the customer. There are no contracts for production parts outstanding beyond one year. The Company does not enter into fixed long-term supply agreements.

As permitted, the Company does not disclose information about remaining performance obligations that have original expected durations of one year or less for production parts.

Payments to Customers

From time to time, the Company makes payments to customers in conjunction with ongoing business. These payments to customers are generally one-time, upfront payments made in connection with the award of new business to us and are recognized as a reduction to revenue at the time of the commitment to make these payments. The amount of these payments was not significant for the nine months ended September 30, 2026 and 2025.

However, certain of these payments to customers, or upfront fees, are capitalized as they are directly attributable to a contract, are incremental and management expects the fees to be recoverable. As of September 30, 2026 and December 31, 2025, the Company has recorded $31 million (of which $5 million was classified within other current assets and $26 million was classified within other long-term assets) and $33 million (of which $7 million was classified within other current assets and $26 million was classified within other long-term assets), respectively, related to these capitalized upfront fees.

Capitalized upfront fees are amortized to revenue based on the transfer of goods and services to the customer for which the upfront fees relate, which typically range from three tofive years. There have beenno impairment losses in relation to the costs capitalized. The amount of amortization to net sales was $2 million and $1 million for the three months ended September 30, 2026 and 2025, respectively, and $5 million and $3 million for the nine months ended September 30, 2026 and 2025, respectively.