Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on January 10, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________


England and Wales						98-1386780
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

529 Pleasant Street Attleboro, Massachusetts 02703 Telephone: +1 (508) 2363800
(Address, including zip code, and telephone number, including area code, of principal executive offices)

Inducement Time-based Restricted Stock Unit Awards

Inducement Performance-based Restricted Stock Unit Awards

(Full title of the plan)

__________________________________________

David Stott

Senior Vice President, General Counsel

Sensata Technologies, Inc.

529 Pleasant Street

Attleboro, Massachusetts 02703

Telephone: (508) 236-3800

(Name address and telephone number, including area code, of agent for service)

__________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer x						Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)						Smaller reporting company o

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

__________________________________________

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Sensata Technologies Holding plc, a public limited company incorporated under the laws of England and Wales (the “Registrant”), for the purpose of registering 123,176 ordinary shares, €0.01 nominal value per share, of the Registrant (“Ordinary Shares”) issuable upon the vesting and settlement of time-based restricted stock units (the “Inducement RSUs”). The Inducement Awards were issued by the Registrant to Stephan von Schuckmann as a material inducement to his employment with the Registrant as Chief Executive Officer and were approved by the Compensation Committee of the Registrant’s Board of Directors in reliance on the employment inducement exception under New York Stock Exchange Listed Company Manual Rule 303A.08.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I of the Form S-8 will be delivered in accordance with Rule 428(b)(1). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference in this Registration Statement:

•The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 29, 2024;

•the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, filed on April 29, 2024, July 29, 2024, and November 4, 2024, respectively;

•the Registrant’s Current Reports on Form 8-K filed on February 20, 2024, March 1, 2024, May 23, 2024, June 6, 2024, June 14, 2024, July 1, 2024, July 23, 2024, September 3, 2024, and December 17, 2024;

•the Registrant’s definitive Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Shareholders filed on April 29, 2024 (but only with respect to information required by Part III of the Registrant’s Annual Report on Form 10-K, which information updated and superseded information included in Part III of the Registrant’s Annual Report on Form 10-K); and

•the description of the Ordinary Shares contained in Exhibit 4.15 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or report filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of any post-effective amendment indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently-filed amendment to this Registration Statement or in any document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or


FH12667256.1

superseded shall not be deemed, except as so modified or superseded, to constitute a part of this post-effective amendment.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The articles of association of the Registrant (the “Articles”) enable the Registrant to indemnify its directors and officers and to advance expenses to defend claims against its directors and officers to the full extent of English law. Subject to exceptions described below, English law does not permit a company to exempt a director or certain officers from, or indemnify them against, liability in connection with any negligence, default, breach of duty, or breach of trust by them in relation to the company. Indemnification is permitted for liabilities incurred in proceedings in which judgment is entered in favor of the director or officer and the director or officer is acquitted, or the director or officer is held liable, but the court finds that they acted honestly or reasonably and the relief should be granted.

The exceptions under the English Companies Act of 2006 allow a company to (and the Articles provide that the Registrant may):

•purchase and maintain director and officer insurance (“D&O Insurance”) against any liability arising in connection with any negligence, default, breach of duty, or breach of trust owed to the Registrant. D&O Insurance generally covers costs incurred in defending allegations and compensatory damages that are awarded. D&O Insurance will not cover damages awarded in relation to criminal acts, intentional malfeasance or other forms of dishonesty, regulatory offenses, or excluded matters such as environmental liabilities. In relation to these matters, D&O Insurance generally only covers defense costs, subject to the obligation of the director or officer to repay the costs if an allegation of criminality, dishonesty, or intentional malfeasance is subsequently admitted or found to be true;

•provide a qualifying third party indemnity provision, or “QTPIP.” This permits a company to indemnify its directors and certain officers (and directors and certain officers of an associated company) in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment, except for: the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by the company itself, fines imposed in criminal proceedings, and penalties imposed by regulatory bodies). The Registrant can therefore indemnify directors and certain officers against such third party actions as class actions or actions following mergers and acquisitions or share issues; and

•make a loan to a director or certain officers in respect of defense costs in relation to civil and criminal proceedings against them (even if the action is brought by the company itself). This is subject to the requirement for the director or officer to reimburse the company if the defense is unsuccessful. However, if the company has a QTPIP in place whereby the director or officer is indemnified in respect of legal costs in civil proceedings brought by third parties, then the director or officer will not be required to reimburse the company as the cost of the loan can be paid under the QTPIP.

We maintain directors’ and officers’ liability insurance for the members of the board of directors and certain of our officers.

Item 7. Exemption from Registration Claimed.

Not applicable.


FH12667256.1

Item 8. Exhibits.

See Exhibit Index below.

Exhibit Index


Exhibit Number						Description of Document
4.1						Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 28, 2018)
5.1*						Opinion of Travers Smith LLP
23.1*						Consent of Deloitte & Touche LLP
23.2*						Consent of Ernst & Young LLP
23.3*						Consent of Travers Smith LLP (included as part of Exhibit 5.1)
24.1*						Power of Attorney (included on the signature page to hereto)
99.1*						Form of Inducement Restricted Stock Unit Award (Replacement Award)
99.2*						Form of Inducement Restricted Stock Unit Award
107*						Filing Fee Table


*			Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


FH12667256.1

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


FH12667256.1

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Attleboro, Commonwealth of Massachusetts on January 10, 2025.



SENSATA TECHNOLGOIES HOLDING PLC

By:						/s/ Stephan von Schuckmann
Name:						Stephan von Schuckmann
Title:						Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephan von Schuckmann, Brian Roberts, and David Stott, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments or supplements to this Registration Statement on Form S-8, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Stephan von Schuckmann

Stephan von Schuckmann

Chief Executive Officer and Director

(Principal Executive Officer and Registrant’s Authorized Representative in the United States)

January 10, 2025

/s/ Brian Roberts

Brian Roberts

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

January 10, 2025

/s/ Richard Siedel

Richard Siedel

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

January 10, 2025

/s/ Andrew Teich

Andrew Teich

Chairman of the Board of Directors

January 10, 2025

/s/ John Absmeier

John Absmeier

Director

January 10, 2025

/s/ Daniel Black

Daniel Black

Director

January 10, 2025

/s/ Lorraine Bolsinger

Lorraine Bolsinger

Director

January 10, 2025


FH12667256.1

/s/ Phillip Eyler

Phillip Eyler

Director

January 10, 2025

/s/ John Mirshekari

John Mirshekari

Director

January 10, 2025

/s/ Constance Skidmore

Constance Skidmore

Director

January 10, 2025

/s/ Steven Sonnenberg

Steven Sonnenberg

Director

January 10, 2025

/s/ Martha Sullivan

Martha Sullivan

Director

January 10, 2025

/s/ Jugal Vijayvargiya

Jugal Vijayvargiya

Director

January 10, 2025

/s/ Stephen Zide

Stephen Zide

Director

January 10, 2025


FH12667256.1


FH12667256.1

Calculation of Filing Fee Tables
S-8
Sensata Technologies Holding plc

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Ordinary Shares	Other	123,176	$ 28.495	$ 3,509,900.12	0.0001531	$ 537.37
Total Offering Amounts:						$ 3,509,900.12		$ 537.37
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 537.37

Offering Note

¹	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of the Ordinary shares, 0.01 Euro nominal value per share, of the Registrant (the "Ordinary Shares") that become issuable under the inducement time-based restricted stock unit awards referenced in the Registration Statement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding Ordinary Shares. This Registration Statement covers 123,176 Ordinary Shares, which are issuable pursuant to inducement time-based restricted stock unit awards made pursuant to and in accordance with the employment inducement exception under New York Stock Exchange Listed Company Manual Rule 303A.08. Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $28.495 per share, the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on January 7, 2025, which date is within five business days prior to the filing of this Registration Statement.



Travers Smith LLP 10 Snow Hill, London, EC1A 2AL T: +44 (0)20 7295 3000 \| www.traverssmith.com


Sensata Technologies Holding plc Interface House Interface Business Park Bincknoll Lane Royal Wootton Bassett Swindon Wiltshire SN4 8SY	Your ref:
	Our ref:	EXG/HCT
	Doc ID:	40248230
	Tel:	+44 (0)20 7295 3000
	Email:	elissavet.grout @traverssmith.com

9 January 2025

Dear Directors

Sensata Technologies Holding plc: Registration under the Securities Act

Introduction

1.We are acting on the instructions of Sensata Technologies Holding plc (the "Company") in connection with the registration under the US Securities Act of 1933 (the "Securities Act") of 123,176 ordinary shares each in the Company with a nominal value of EUR 0.01 per share (the "Shares") on Form S-8 (the "Form S-8") in connection with the Shares to be issued under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (the "Plan"). We understand that the Company intends to file, on or around the date hereof, a registration statement with the U.S. Securities and Exchange Commission in respect of the proposed issue of the Shares (the "Registration Statement").

2.For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the "Documents") which we understand to be the only documents in existence which are relevant to the issuance of this Opinion.

English law

3.The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at today's date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law.

Opinion

4.On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that:




Travers Smith LLP is a limited liability partnership registered in England and Wales under number OC 336962 and is authorised and regulated by the Solicitors Regulation Authority (SRA number 489478). A list of the members of Travers Smith LLP is open to inspection at our registered office and principal place of business: 10 Snow Hill London EC1A 2AL

(a)the Company is a public company limited by shares and has been duly incorporated under English law; and

(b)subject to and upon the Shares being duly allotted and issued by the Company to the participant(s) in the Plan, the Registration Statement becoming effective under the Securities Act of 1933, as amended, and valid entries having been made in the books and registers of the Company, the Shares will be duly and validly authorised and issued, fully paid and non-assessable, and no further amounts will be payable to the Company in respect of the issue of the Shares.

Assumptions

5.The opinions set out in paragraph 4 are based upon the following assumptions:

(a)that all copy Documents supplied to us are true, complete, up-to-date, authentic and accurate in all respect and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine.

(b)that the rules of the Plan which we have examined are in force and have been and will be operated in accordance with their terms;

(c)that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

(d)that the Shares have been and will be issued or transferred in accordance with the rules of the Plan;

(e)that any representation, warranty or statement of fact or law, other than as to the laws of England made in any of the Documents is true, accurate and complete;

(f)that all resolutions of the shareholders of the Company required to authorise the allotment of the Shares were duly passed and at properly convened meetings of the shareholders of the Company and have not been amended or rescinded and are and will remain in full force and effect;

(g)that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales on 9 January 2025 at 12:45 p.m., and an


40248230/3/EXG/HCT						2

enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 6 January 2025 at 1:31 p.m.;

(h)that each director of the Company has disclosed any interests which they may have in the Plan in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company;

(i)that each director of the Company (and each member of any relevant committee) discharged their fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly;

(j)that the offering or award of Shares under the Plan has and will be made in accordance with, the relevant Documents;

(k)that the Officer's Certificate in which each of the statements contained in a certificate of an Officer of the Company (the "Certificate") is true and correct as at the date of this opinion;

(l)that there have been no amendments to the articles of association of the Company referred to in the Appendix; and

(m)that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents.

6.We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law).

7.This letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

8.By giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect.

9.To the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in any opinion given in relation to such laws.

10.We have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable.


40248230/3/EXG/HCT						3

QUALIFICATIONS

Our opinion is subject to the following qualifications:

11.Company Search: the Company Search is not capable of revealing conclusively whether or not:

11.1a winding-up order has been made or a resolution passed for the winding up of a company; or

11.2an administration order has been made; or

11.3a receiver, administrative receiver, administrator or liquidator has been appointed; or

11.4a court order has been made under the Cross Border Insolvency Regulations 2006,

11.5since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.

In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;

12.Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:

12.1details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately;

12.2in the case of an application for the making of an administration order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions;


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12.3a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry immediately;

12.4details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

12.5with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994.

12.6Non-Assessable Shares: the term 'non-assessable' has no recognised meaning in English law but for the purposes herein the term means that, under the Companies Act 2006 (as amended), the articles of association of the Company and any resolution passed in accordance with the articles of association approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional payments or calls on the relevant Shares to or by the Company or its creditors.

Benefit of opinion

13.This opinion is addressed to the Company solely for its own benefit. This opinion letter may not be delivered to or relied upon by any person other than the Company without our express written consent.

Consent to filing

14.We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the "Commission") as an exhibit to the Form S-8 relating to the Shares. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Governing Law

15.This opinion letter and any non-contractual obligations arising out of or in relation to it are governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this opinion letter (including non-contractual disputes or claims).

Yours faithfully

/s/ Travers Smith LLP

Travers Smith LLP


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APPENDIX

Documents Reviewed

The Documents referred to in Paragraph 2 of this letter are copies of the following which have been provided to us by the Company with the exception of the documents/searches referred to in (2) and (5) below which have been obtained from the United Kingdom's Companies House and the Central Index of Winding up Petitions as the case may be.

1.The Draft Form S-8;

2.The articles of association of the Company dated October 5 2017;

3.The rules of the Plan;

4.A PDF copy of the written resolutions of the board of directors of the Company to approve the allotment of shares, including the Shares;

5.The searches referred to in paragraph 4(g) of this Legal Opinion; and

6.The Certificate.


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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2024 relating to the financial statements of Sensata Technologies Holding plc and the effectiveness of the Sensata Technologies Holding plc’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sensata Technologies Holding plc for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

January 10, 2025

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Sensata Technologies Holding plc Inducement Time-based Restricted Stock Unit Awards and Inducement Performance-based Restricted Stock Unit Awards Plan of our report dated February 13, 2023, except for notes 3 and 20, as to which the date is February 29, 2024, with respect to the consolidated financial statements and schedules of Sensata Technologies Holding plc included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

January 10, 2025

AWARD AGREEMENT

SENSATA TECHNOLOGIES HOLDING PLC
(the “Company”)

RESTRICTED STOCK UNITS

Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)

Issue to:

%%FIRST_NAME%-% %%LAST_NAME%-% (“Participant”)

%%TOTAL_SHARES_GRANTED,’999,999,999’%-% Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to receive one Ordinary Share, par value €0.01 per Ordinary Share.

The Participant was not previously an employee or director of the Company, and the Units are granted as an inducement material to the Participant entering into employment with the Company and in accordance with the requirements of Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The Units are “Restricted Stock Units” as such term is defined in the Company's 2021 Equity Incentive Plan, as may be amended from time to time (the “Plan”). The Units are subject to the terms and conditions set forth below and in the Plan in effect from time to time, provided however that the Units are an employment inducement award and are not issued under the Plan. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.

Unit Terms and Conditions

1.Plan Incorporated by Reference. This Award Agreement (this “Agreement”) is subject to the terms of the Plan and may be amended as provided in the Plan. This Award Agreement does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan, including with respect to the Units which were not issued under the Plan, are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.

2.Restricted Stock Unit. Each Unit represents the right to receive one Ordinary Share, subject to the fulfillment of the vesting conditions.

3.Vesting of Units; Issuance of Ordinary Shares. Subject to Section 4 below, the Units shall vest in three equal installments on the first, second, and third anniversary of the Grant Date as follows (each a “Vesting Date”).

Vesting Dates

Cumulative Percentage of Units Vested

%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%

%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%
%%VEST_DATE_PERIOD3,’Month DD, YYYY’%-%

1/3 or 33.3%

1/3 or 33.4%

4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.

a.General. Unless otherwise provided in this Section 4, any unvested Units shall be forfeited immediately upon the date that Participant terminates his or her service with the Company or any Subsidiary or Affiliate or otherwise ceases to be an Eligible Person (each referred to as the “Termination Date”). Unless otherwise expressly provided in this Agreement or determined by the Committee or its designee, Participant’s right to vest in the Units under the Plan, if any, will terminate as of such Termination Date and will not be extended by any notice period.

b.Participant’s Death. Notwithstanding any provision in the Plan to the contrary, if a Participant dies while providing service to the Company or any Subsidiary or Affiliate, any unvested Units shall immediately vest in full. The then vested portion of the Units shall be delivered to the executor or administrator of Participant’s estate or, if none, to the person(s) entitled to receive the vested Units under Participant’s will or the laws of descent or distribution.

c.Participant’s Disability. Notwithstanding any provision in the Plan to the contrary, if a Participant terminates service from the Company or any Subsidiary or Affiliate due to Disability, any unvested Units shall immediately vest in full. “Disability” shall mean that the Participant, due to physical or mental illness, is considered disabled under the Company’s long-term disability insurance plan.

d.Participant’s Retirement. If the Participant’s status as an employee of the Company or any Subsidiary or Affiliate terminates by reason of a Covered Retirement, as defined below, unvested Units will remain outstanding and continue to vest and be settled on each remaining Vesting Date without regard to the requirement that the Participant be employed by the Company or any Subsidiary or Affiliate. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or any Subsidiary or Affiliate; provided, however, the Chief Executive Officer may waive the six-month notice period or allow an earlier retirement date with the consent of the Participant, provided that the Compensation Committee must approve the waiver for the Chief Executive Officer. A “Retirement Eligible Individual” means an employee of the Company or any Subsidiary or Affiliate who has attained at least 55 years of age and who has a combined age and years of credited employment service with the Company and/or any Subsidiary or Affiliate of 65 years. Notwithstanding the foregoing, the definition of a Covered Retirement shall not include any retirement of service that occurs prior to the first Vesting Date.

e.Qualifying Termination. Upon a Qualifying Termination, any unvested Units shall immediately vest in full. “Qualifying Termination” shall mean, with respect to the Participant, an involuntary termination of employment without Cause by the Company or any Subsidiary or Affiliate other than a termination by reason of death, Disability, Covered Retirement, or related to a Change-in-Control (and covered by Section 4(f) below), or resignation by the Participant for Good Reason. "Cause” as a reason for a Participant’s termination of employment as an employee shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Company or any Subsidiary or Affiliate (the “Employment Agreement”); provided, however, that if there is no such employment agreement in which such term is defined, “Cause” shall mean (i) the Participant’s willful and continued failure to perform his or her duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by the Participant, after reasonable efforts, to meet performance expectations), or (ii) the willful engaging by the Participant in illegal conduct, gross misconduct, or conduct in violation of Company policies. For purposes of this provision, no


			2

act or failure to act, on the part of the Participant, shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. “Good Reason” shall have the meaning assigned to such term in the Employment Agreement.

f.Change-in-Control. In the event of a Change-in-Control, the Units will convert to Units of the acquiring entity or continuing entity, as applicable, and vest in accordance with the schedule set forth above; provided, however, that the Units:

(i) Will automatically accelerate and vest in full if within the 24-month period following the Change-in-Control, the Participant is terminated by the Company or the acquiring or continuing entity or any Subsidiary or Affiliates without Cause; or

(ii) Will automatically accelerate and vest in full at the Change-in-Control if this Award Agreement is not assumed or replaced by the acquiring or continuing entity.

5.Restrictive Covenants and Remedies. Participant agrees to the restrictive covenants contained in this Section 5 (the “Restrictive Covenants”) and agrees that the Restrictive Covenants and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company. The Participant acknowledges the uncertainty of the law with respect to Restrictive Covenants and expressly stipulates that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

a.Confidentiality. The Participant agrees, during their employment with the Company and thereafter, to maintain the confidentiality of the Company’s Confidential Information and to use such Confidential Information for the exclusive benefit of the Company. “Confidential Information” will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Company’s or any Subsidiary’s or Affiliate’s current or potential business and (2) is not generally or publicly known.

b.Competing Activity. During the Participant’s employment with the Company or for one (1) year following the later of (i) termination of the Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date of this award, the Participant shall not compete, directly or indirectly, in any manner or capacity, with the Company. Competing activity shall include any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of products or services competitive with those designed, manufactured, marketed, or sold by the Company or any Subsidiary or Affiliate.

c.Non-Solicitation of Employees. During the Participant’s employment with the Company or for two (2) years following the later of (i) termination of the Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled Vesting Date of this award, the Participant shall not, directly or indirectly, solicit or encourage any person who was an employee of the Company or any Subsidiary or Affiliate during Participant’s employment, to leave employment with the Company or in any way interfere adversely with the relationship between any such employee and the Company.

d.Non-Solicitation of Customers or Vendors. During the Participant’s employment with the Company or for two (2) years following the later of (i) termination of the Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled Vesting Date of this award, the Participant shall not, directly or indirectly, solicit or divert the business of the Company’s customers or vendors who were customers or vendors to the Company during Participant’s employment or in any way interfere adversely with the business relationship between any such customer or vendor and the Company.


			3

e.Partial Invalidity. If any portion of this Section 5 is determined to be unenforceable in any respect, it shall be interpreted to be valid to the maximum extent for which it reasonably may be enforced. The Participant acknowledges the uncertainty of the law in this respect and expressly stipulate that this Award Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

f.Remedy for Breach. The Participant agrees that a breach of any of the Restrictive Covenants would cause material and irreparable harm to the Company that would be difficult or impossible to measure, and that monetary damages for any such harm would, therefore, be an inadequate remedy. Accordingly, Participant agrees that if they breach any Restrictive Covenant, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Award Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief.

g.Clawback. The Participant acknowledges that the award is subject to the Company’s clawback policy, as in effect from time to time. The Committee may, in accordance with the Plan and any applicable clawback policy and in its sole discretion, provide for cancellation of any or all of the Participant’s outstanding awards or forfeiture by the Participant of any gain realized in respect of awards, and repayment of any such gain promptly to the Company.

6.Non-Transferability. This Agreement or the rights hereunder may not be transferred.

7.No Security Holder Rights. Participant shall have no rights as a security holder with respect to the unvested Ordinary Shares covered by the Units.

8.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.

9.Taxes. Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. Participant authorizes the Company and/or its Subsidiaries or Affiliates, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries or Affiliates by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method.

With respect to a Retirement Eligible Individual, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any Units vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vesting Date. Participant authorizes the Company and/or any Subsidiary or Affiliate, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company


			4

and/or any Subsidiary or Affiliate by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method. The Company shall delay the issuance of any Ordinary Shares upon any Vesting Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Participant’s separation from service (or shorter period ending on the date of the Participant’s death following such separation).

10.Data Protection. Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, Participant acknowledges that the Company will separately provide information on the collection, processing, and transfer of Personal Data.

11.Language. Participant acknowledges that the Plan and this Agreement are provided in English only and waives his/her right to translated Plan documentation.

12.Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under this Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Agreement shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of the Units under any award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent awards by the Company, no award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.

This Agreement may be executed in one or more counterparts (including by means of electronically signed or submitted signature pages), all of which taken together shall constitute one and the same Agreement.

* * * *


			5

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Award Agreement effective as of the date first above written.

SENSATA TECHNOLOGIES HOLDING PLC

By:

/s/ Andrew Teich

_________________________
Name: Andrew Teich
Title: Chair of the Board of Directors

Accepted and Agreed:

____________________________
%%FIRST_NAME%-% %%LAST_NAME%-%


			6

AWARD AGREEMENT

SENSATA TECHNOLOGIES HOLDING PLC
(the “Company”)

RESTRICTED STOCK UNITS

Date: %%OPTION_DATE,’Month DD, YYYY’%-% (“Grant Date”)

Issue to:

%%FIRST_NAME%-% %%LAST_NAME%-% (“Participant”)

Unit Terms and Conditions

2.Restricted Stock Unit. Each Unit represents the right to receive one Ordinary Share, subject to the fulfillment of the vesting conditions.

Vesting Dates

Cumulative Percentage of Units Vested

%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%

%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%
%%VEST_DATE_PERIOD3,’Month DD, YYYY’%-%

1/3 or 33.3%

1/3 or 33.4%

4.Vesting on Termination of Employment, Death, Disability, Retirement and Change in Control.

e.Qualifying Termination. Upon a Qualifying Termination, unvested Units that otherwise would have vested within six months of the Participant’s Termination Date shall vest in full on the Participant’s Termination Date. “Qualifying Termination” shall mean, with respect to the Participant, an involuntary termination of employment without Cause by the Company or any Subsidiary or Affiliate other than a termination by reason of death, Disability, Covered Retirement, or related to a Change-in-Control (and covered by Section 4(f) below). Cause as a reason for a Participant’s termination of employment as an employee shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Company or any Subsidiary or Affiliate; provided, however, that if there is no such employment agreement in which such term is defined, “Cause” shall mean (i) the Participant’s willful and continued failure to perform his or her duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by the Participant, after reasonable efforts, to meet performance expectations), or (ii) the willful engaging by the Participant in illegal conduct, gross misconduct, or conduct in violation of Company


			2

policies. For purposes of this provision, no act or failure to act, on the part of the Participant, shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company.

(ii) Will automatically accelerate and vest in full at the Change-in-Control if this Award Agreement is not assumed or replaced by the acquiring or continuing entity.


			3

6.Non-Transferability. This Agreement or the rights hereunder may not be transferred.

7.No Security Holder Rights. Participant shall have no rights as a security holder with respect to the unvested Ordinary Shares covered by the Units.

8.No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of unvested Ordinary Shares covered by the Units.


			4

11.Language. Participant acknowledges that the Plan and this Agreement are provided in English only and waives his/her right to translated Plan documentation.

* * * *


			5

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this Award Agreement effective as of the date first above written.

SENSATA TECHNOLOGIES HOLDING PLC

By:

/s/ Andrew Teich

__________________________
Name: Andrew Teich
Title: Chair of the Board of Directors

Accepted and Agreed:

____________________________
%%FIRST_NAME%-% %%LAST_NAME%-%


			6

Submission	Jan. 10, 2025
Submission [Line Items]
Central Index Key	0001477294
Registrant Name	Sensata Technologies Holding plc
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Jan. 10, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Ordinary Shares
Amount Registered \| shares	123,176
Proposed Maximum Offering Price per Unit	28.495
Maximum Aggregate Offering Price	$ 3,509,900.12
Fee Rate	0.01531%
Amount of Registration Fee	$ 537.37
Offering Note	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of the Ordinary shares, 0.01 Euro nominal value per share, of the Registrant (the "Ordinary Shares") that become issuable under the inducement time-based restricted stock unit awards referenced in the Registration Statement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding Ordinary Shares. This Registration Statement covers 123,176 Ordinary Shares, which are issuable pursuant to inducement time-based restricted stock unit awards made pursuant to and in accordance with the employment inducement exception under New York Stock Exchange Listed Company Manual Rule 303A.08. Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $28.495 per share, the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on January 7, 2025, which date is within five business days prior to the filing of this Registration Statement.