Aptiv (APTV) 10-K risk factor changes: FY2025 vs FY2024

Global supply chain disruptions [added: have in the past and] could [removed: also] [added: in the future] lead to interruptions in our production, which could impact our ability to fully meet the vehicle production demands of OEMs at times due to events which are outside our control.

However, as a result of our customers’ recent production volatility and cancellations, among other things, our balance of productive, raw and component material inventories has increased substantially from customary levels as of both December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

We [removed: will] continue to actively monitor and manage inventory levels across all inventory types in order to maximize both supply continuity and the efficient use of working capital.

[added: Our ability] to predict and respond to future changes resulting from potential health crises is uncertain as are the ultimate potential impacts on our business.

In [removed: 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] our manufacturing facilities were not impacted by prolonged shutdowns directly resulting from any public health crises.

[removed: In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade] agreements, the availability of consumer financing, inflationary pressures, interest rate volatility, supply chain disruptions and other factors, including global health crises.

A prolonged [removed: economic] [added: recession and/or a] downturn [removed: or economic uncertainty] [added: in global automotive sales] could adversely affect our business and cause us to require additional sources of [removed: financing,] [added: financing to continue our operations,] which may not be [added: available to us or be available only on materially different terms than what has historically been] available.

Global automotive vehicle production [removed: decreased 1% (3%] [added: increased 4% from 2024 to 2025 (1%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its [removed: revenue) from 2023 to 2024,] [added: revenue),] reflecting [added: increased] vehicle production [removed: declines] of [removed: 5%] [added: 10%] in [removed: Europe] [added: China] and [removed: 2%] [added: 1%] in [removed: North] [added: South] America, [added: our smallest region,] partially offset by [removed: increased production] [added: declines] of [removed: 4%] [added: 2%] in [removed: China] [added: North America] and [removed: 3%] [added: 1%] in [removed: South America, our smallest region.][added: Europe.]

[removed: Uncertainty] [added: Additionally, uncertainty] relating to global or regional economic conditions may have an adverse impact on our business.

[removed: A prolonged downturn in the global or regional automotive industry, or a significant change in product mix due to consumer demand,] [added: Any such adverse impacts] could require us to shut down plants or result in impairment charges, restructuring actions or changes in our valuation allowances against deferred tax assets, which could be material to our financial condition and results of operations.

For example, while we have identified high voltage electrification systems as a key product market, certain of our OEM customers have recently announced delays in [added: or changes to] their [removed: electric] [added: software-defined] vehicle investment strategies amidst reduced expectations for future consumer demand for these products, which could adversely impact the growth of this product market [added: within our business.]

For example, in [removed: the second half of 2024,] [added: 2025,] General Motors (“GM”) [removed: announced plans to restructure] [added: restructured] their operations in China given [removed: the recent] challenges in the Chinese market.

As GM, along with other traditional OEMs, are among our largest customers, our business and financial results may be adversely affected by decreases in their [removed: businesses or market share in China.]

Our future growth is dependent on our making the right investments at the right time to support product development and manufacturing capacity in geographic areas where we can support our customer base and in product areas of evolving vehicle [added: technologies.]

Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely [added: and cost competitive] basis [removed: are] [added: will be a] significant [removed: factors] [added: factor] in our ability to remain competitive and to maintain or increase our revenues.

[added: If we or any of our] collaborative [added: partners terminate a collaborative] arrangement, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results.

Our five largest customers accounted for approximately [removed: 40%] [added: 42%] of our total net sales for the year ended December 31, [removed: 2024.][added: 2025.]

For instance, the worldwide semiconductor shortage adversely impacted the automotive industry in recent years resulting in reduced vehicle production schedules and sales from historical levels, which adversely impacted our financial condition, operating results and cash flows for portions of the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022.][added: 2023.]

[removed: As] GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results and cash flows for the year ended December 31, 2023.

[removed: Furthermore, some] [added: Some] of our suppliers may not be able to handle commodity cost volatility and/or sharply changing volumes while still performing as we expect.

The [added: discontinuation or] loss of [removed: business with respect to,] [added: business,] or [removed: the] lack of commercial success [removed: of,] [added: with respect to] a [removed: vehicle model] [added: particular product] for which we are a significant supplier could [removed: adversely affect] [added: reduce] our [removed: financial performance.][added: sales and harm our profitability.]

Although we receive purchase orders from [added: many of] our customers, these purchase orders generally provide for the supply of a customer’s [added: annual] requirements for a particular vehicle model and assembly plant, [added: or in some cases, for the supply of a customer’s requirements for the life of a particular vehicle model,] rather than for the purchase of a specific quantity of products.

[removed: If our third-party manufacturers fail to deliver products, parts and components of sufficient] quality on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged.

This excess capacity means we incur increased fixed costs in our products relative to the net revenue we generate, which could have an adverse effect on our results of operations, [added: particularly during economic downturns.]

Our primary funded non-U.S. plans are located in Mexico and the United Kingdom and were underfunded by [removed: $75] [added: $128] million as of December 31, [removed: 2024.][added: 2025.]

Obligations, net of plan assets, related to these non-U.S. defined benefit pension plans and statutorily required retirement obligations totaled [removed: $362] [added: $423] million at December 31, [removed: 2024,] [added: 2025,] of which [removed: $19] [added: $24] million is included in accrued liabilities, [removed: $372] [added: $428] million is included in long-term liabilities and $29 million is included in long-term assets in our consolidated balance sheets.

It is possible that we could incur [removed: such] [added: additional] charges in the future as changes in economic or operating conditions impacting the estimates and assumptions could result in additional impairment.

[removed: Approximately 65% of our net revenue for] [added: For] the year ended December 31, [removed: 2024] [added: 2025, approximately 64% of our net revenue] came from sales [added: outside the U.S. International operations are subject to certain risks inherent in doing business globally, including:]

[added: Approximately 64% of our net revenue for the year ended December 31, 2025 came from sales] outside the U.S., which were primarily invoiced in currencies other than the U.S. dollar, and we expect net revenue from non-U.S. markets to continue to represent a significant portion of our net revenue.

- unexpected changes in laws, regulations, economic and trade sanctions, trade or monetary or fiscal policy, including interest [removed: rates, foreign currency exchange] rates [removed: and changes in the rate of inflation in the U.S. and other countries;]

For instance, [removed: effective January 1, 2024 and January 1, 2025,] the government of Mexico implemented country-wide statutory minimum wage increases of [removed: 20%] [added: approximately 13% (5% in Northern Border Zone), 12%] and [removed: 12%,] [added: 20%, effective January 1, 2026, 2025 and 2024,] respectively.

[removed: Additionally, the] [added: The] government of Mexico has indicated it may implement other labor reforms, such as [removed: a bill] [added: an initiative] to shorten the work week from 48 to 40 [removed: hours.][added: hours, as early as January 1, 2027, through a gradual reduction of two hours per year.]

Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, [removed: tariffs or] [added: tariffs,] taxes [added: or non-tariff barriers] on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results.

[removed: The] [added: While the impacts to the Company resulting from these incremental tariffs were not significant during 2025, the future] impact of [removed: these] [added: any announced] tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become [removed: available.][added: available, and may be material to the Company.]

Despite recent trade negotiations [added: and the potential for trade agreements] between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new [removed: tariffs,] [added: tariffs and any associated retaliatory measures,] as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

[added: Management continues to monitor the volatile geopolitical environment to] identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.

[removed: In addition, the] [added: The] outbreak of armed conflicts in the Middle East beginning in October 2023 has [added: also] created numerous uncertainties, including the risk that the conflicts spread throughout the broader region, and their impact on the global economy and supply chains.

In response to the conflict, the European Union (“the E.U.”), the U.S. and other [removed: nations] [added: governments] implemented broad economic sanctions against Russia.

We do not have a material physical presence in either [removed: Ukraine] [added: Russia] or [removed: Russia,] [added: Ukraine,] with less than 1% of our workforce located in the countries as of December 31, [removed: 2024 and less than 1% of our net sales for the year ended December 31, 2024 generated from manufacturing facilities in those countries.][added: 2025.]

However, the impacts of the conflict have adversely impacted, and may continue to adversely impact, global economies, and in particular, the European economy, a region which accounted for approximately [removed: 33%] [added: 32%] of our net sales for the year ended December 31, [removed: 2024.][added: 2025.]

For example, as a result of the rapidly evolving trade policies and tariff actions, the uncertainty in the automotive industry has increased, which could adversely affect our business and financial results.

These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during previous years.

In addition, automotive sales and production can be affected by labor relations issues, regulatory requirements, trade

A prolonged downturn in or uncertainty relating to global or regional economic conditions, including as a result of trade barriers, high inflation, component shortages, labor shortages or any significant reduction in automotive sales by our customers, may result in the delay or cancellation of plans to purchase our products, which could have a material adverse effect on our business, results of operations and financial condition.

Deteriorating global economic conditions and/or deteriorating performance of our business may also have a negative impact on our market capitalization, which could also result in impairment charges.

A determination that an impairment has occurred could have a material adverse effect on our financial results.

Any significant negative cash flow or instability in the global credit markets and global economic pressure could limit our ability to obtain external financing on favorable terms.

businesses or market share in China.

As GM, Ford and Stellantis are among our largest customers, these labor strikes adversely impacted our financial condition, operating results

and cash flows for the year ended December 31, 2023.

Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

In connection with the award of new business, we obligate ourselves to deliver new products and services that are subject to our customers’ timing, performance and quality standards.

The launch of production is a complex process, the success of which depends on a wide range of factors, including: the timing and frequency of design changes by our customers relative to the start of production; product maturity and complexity; production readiness of our own, as well as our customers’ and suppliers’ manufacturing facilities; robustness of manufacturing and validation processes; launch volumes; quality and production readiness of tooling and equipment; sufficiency of skilled employees; and initial product quality.

Given the complexity of new program launches, we may experience difficulties managing product quality, timeliness and associated costs.

Failure by us to successfully launch a new product could result in commercial or litigation claims against us which could have a material adverse effect on our profitability.

Additionally, a significant product or program launch failure could adversely affect our reputation, future business prospects with one or more customers, and/or ability to execute our strategy.

In addition, new program launches require a significant ramp up of costs; however, our sales related to these new programs generally are dependent upon the timing and success of our customers’ introduction of new vehicles.

Customer decisions on program launch

timing may be impacted by industry conditions, government regulations and consumer preferences, and therefore, the timing of such launches may also be subject to change.

In addition, customers may manufacture components internally that are currently produced by outside suppliers, such as us.

If our OEM customers successfully in-source products currently manufactured by us, the discontinuation or loss of business for products which we are a significant supplier could reduce our sales and harm our profitability.

If our third-party manufacturers fail to deliver products, parts and components of sufficient

For example, the Company assessed changes in circumstances that occurred during the third quarter of 2025 related to increased discount rates and a reduction in forecasted cash flows, which led the Company to conclude that, when considering the events and factors in totality, it was more likely than not that the estimated fair value of its Wind River reporting unit within the Advanced Safety and User Experience segment would be below its carrying value at September 30, 2025.

The assessment indicated that the carrying value of this reporting unit exceeded its estimated fair value, and as a result, during the third quarter of 2025, the Company recorded a non-cash, pre-tax goodwill impairment charge of approximately $648 million related to the Wind River reporting unit.

As

- foreign currency exchange rates and changes in the rate of inflation in the U.S. and other countries;

Labor costs have increased significantly in Mexico as a result of this and other labor reform initiatives, necessitating a strategic review of more cost-competitive jurisdictions and a greater acceleration in manufacturing automation.

For example, beginning on April 2, 2025, the U.S. government announced tariffs of at least 10% across imported goods from all countries, with rates even higher for goods from countries with a high trade deficit with the U.S. Subsequent to this announcement, a number of other countries announced tariffs on U.S. goods and have negotiated or continue to negotiate trade agreements with the U.S.

In addition, we are continuing to work with our customers and suppliers to mitigate the impact of these incremental tariffs on our results of operations.

For the year ended December 31, 2025, less than 1% of our net sales were generated from manufacturing facilities in Ukraine, and we did not generate any sales in Russia.

However, failing to properly respond to and invest in information technology and cybersecurity advancements may limit our ability to

The number of vehicles recalled globally by OEMs has increased above historical levels.

These recalls can either be initiated by the OEMs or influenced or required by regulatory agencies.

Although there are differing rules and regulations across countries governing recalls for safety issues, the overall transition towards global vehicle platforms may also contribute to increased recalls outside of the United States, as automotive components are increasingly standardized across regions.

Given the sensitivity to safety issues in the automotive industry, including increased focus from regulators and consumers, we anticipate the number of automotive recalls may remain above historical levels in the near future.

In addition, the National Highway Traffic Safety Administration and other non-U.S. regulators have the authority, under certain circumstances, to require recalls to remedy safety concerns.

We cannot ensure that we will not experience any material warranty,

For example, certain of our customers may be affected by the curtailment in the United States of government incentives for electric and hybrid vehicles.

Changes in tax laws, tax rates and adverse positions taken by taxing authorities could impact operating results.

Our tax position could be adversely impacted by changes in the tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority.

For example, the COVID-19 pandemic caused extended work stoppages, travel restrictions at our facilities and those of our customers and suppliers, decreases and volatility in consumer demand and vehicle production schedules, disruptions to our supply chain and other adverse global economic impacts.

Our ability

In 2022, certain of our operations in China were impacted by lockdowns imposed by governmental authorities to mitigate the spread of COVID-19, resulting in total indirect and direct adverse impacts to revenue of approximately $270 million during the year ended December 31, 2022.

The extent to which the COVID-19 pandemic or similar significant health crises will impact our business in the future is uncertain.

In addition, to the extent such significant health crises may adversely affect our business, financial condition, results of operations and cash flows, they may also have the effect of heightening many of the other risk factors in this section.

If global economic conditions deteriorate or economic uncertainty increases, our customers and potential customers may experience deterioration of their businesses, which may result in the delay or cancellation of plans to purchase our products.

If vehicle production were to remain at low levels for an extended period of time or if cash losses for customer defaults rise, our cash flow could be adversely impacted, which could result in our needing to seek additional financing to continue our operations.

within our business.

technologies.

If we or any of our collaborative partners terminate a

The loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier could reduce our sales and thereby adversely affect our financial condition, operating results and cash flows.

particularly during economic downturns.

For the year ended December 31, 2024, approximately 65% of our net revenue came from sales outside the U.S. International operations are subject to certain risks inherent in doing business globally, including:

For example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China.

In addition, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.

Management continues to monitor the volatile geopolitical environment to

interpretation of the law and assess us with additional taxes.

We also expect to incur significant expenses in connection with the spin-off, certain of which will be incurred even if the spin-off is not completed.

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of the Company for the year ended December 31, [removed: 2024.][added: 2025.]

We deliver [removed: end-to-end mobility solutions, enabling] [added: flexible and scalable solutions that support] our customers’ transition to [removed: a more electrified,] [added: an increasingly] software-defined future.

We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive [removed: OEMs] [added: original equipment manufacturers (“OEMs”)] in the [removed: world.][added: world, as well as many of the leading aerospace and defense companies and global telecom operators.]

In connection with the Transaction, New Aptiv assumed Old Aptiv’s [removed: Long-Term Incentive Plans] [added: long-term incentive plans] and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to [removed: each] [added: the] Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under [removed: each] [added: the] Credit Agreement as the “parent entity” thereunder.

In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to [removed: each] [added: the] Credit Agreement in which New Aptiv guaranteed the obligations under [removed: each] [added: the] Credit Agreement.

Following the reorganization transaction, Aptiv Swiss Holdings [added: (i)] replaced Old Aptiv as [added: a guarantor of the borrowers’ obligations under the Credit Agreement, and (ii) succeeded to Old Aptiv as] an obligor [added: under the senior notes and the]

[removed: under the Credit Agreements, the senior notes and the] junior notes, and New Aptiv became a guarantor under the Credit [removed: Agreements] [added: Agreement] (and will act as the “parent entity” thereunder) and the indentures.

On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business [added: into a new, independent publicly traded company,] through a transaction expected to be treated as a tax-free spin-off to [removed: Aptiv’s shareholders.][added: its shareholders (the “Separation”).]

The Company plans to complete the [removed: separation] [added: Separation] by [removed: March 31,] [added: April 1,] 2026, subject to customary closing conditions.

[removed: We] [added: In particular, we] believe [removed: the Company is well-positioned for] [added: automotive industry] growth [removed: from] [added: will increasingly be driven by] the [removed: industry’s] accelerating transition to software-defined vehicles, the [added: continued] commercialization of active [removed: safety, the] [added: safety and] adoption of autonomous driving technologies, [added: and] enhanced [removed: user] [added: in-cabin] experiences and connected services, [removed: and providing the software,] [added: all of which require] advanced [added: software,] computing platforms and [removed: networking architecture required] [added: optimized hardware and architectures] to [removed: do so.][added: support them.]

[removed: We] [added: Through our robust operating model, we] have successfully created a competitive cost [removed: structure] [added: structure,] while investing in research and development to [added: further innovate and] grow our product [removed: offerings, which are aligned with the high-growth industry mega-trends,] [added: offerings across multiple industries,] and [added: have] re-aligned our manufacturing footprint into an efficient, low-cost regional service model, focused on increasing our profit margins.

Our [removed: 2024] [added: 2025] performance reflects our solid execution and cost reduction [removed: initiatives] [added: initiatives,] despite [removed: declines in volume and] the global inflationary [removed: environment.][added: environment and evolving geopolitical issues, including global trade impacts from tariffs.]

[removed: *•*Generating] [added: - Generating] new business awards of approximately [removed: $31] [added: $27] billion, based on expected volumes and prices, validating our [removed: industry leading] [added: industry-leading] portfolio of advanced technologies tied to the [removed: accelerating megatrends in our industry][added: secular growth drivers across industries;]

- [removed: Producing $1.8 billion] [added: Generating cash flow from operations] of [removed: operating income, or $2.4] [added: $2.2] billion [added: and delivering $1.2 billion] of [added: operating income (record] adjusted operating [removed: income, and cash flow from operations] [added: income] of [removed: $2.4 billion,] [added: $2.5 billion),] demonstrating strong operating execution in the face of continuing material [added: and labor] cost [removed: inflation][added: inflation;]

◦Delivering [removed: expanded] operating income margin of [removed: 9.3%, or adjusted] [added: 5.8% (adjusted] operating income margin of [removed: 12.0%,] [added: 12.1%),] driven by strong operating performance and cost reduction [removed: initiatives][added: initiatives;]

[removed: *•*Funding $4.1 billion in share repurchases,] [added: - Repurchasing 22.8 million shares with a value of $1.5 billion,] including [removed: $3.0 billion] [added: incremental share deliveries] under the terms of the Company’s accelerated share repurchase [removed: program (“ASR”)][added: program;]

- Continuing our relentless focus on cost structure and operational [removed: optimization][added: optimization;]

◦Maximizing our operational flexibility and profitability at all points in the normal automotive business cycle, by having approximately 97% of our hourly workforce based in best cost countries, and approximately 31% of our hourly workforce composed of contingent [removed: employees.][added: employees; and]

Our strategy is to build on these accomplishments and continue to develop and manufacture [removed: innovative] [added: innovative,] market-relevant products for a diverse base of customers around the [removed: globe] [added: globe,] and leverage our lean and flexible cost structure to achieve strong and disciplined earnings growth and returns on invested capital.

Through our culture of innovation and world class engineering [removed: capabilities] [added: capabilities,] we intend to employ our rigorous, forward-looking product development process to deliver new technologies that provide solutions to our customers.

We are committed to creating value for our shareholders, including through the continued [removed: repurchase] [added: return] of [removed: shares.][added: capital through share repurchases.]

As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and [removed: to] enable advanced smart vehicle architecture changes, we acquired Wind River [added: Systems, Inc. (“Wind River”)] in December 2022.

Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy [removed: over the air] [added: over-the-air] and run and manage software at the vehicle edge.

We are also continuing to develop market-leading automated driving [removed: solutions] [added: solutions,] such as automated driving software, sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies capable of supporting safety-critical applications.

In March 2020, we completed a transaction with Hyundai Motor Group (“Hyundai”) to form [removed: Motional,] [added: Motional AD LLC (“Motional”),] a joint venture focused on the design, development and commercialization of autonomous driving technologies.

Although we believe our strategic partnerships have us well-aligned with industry technology [removed: mega-trends] [added: trends] in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.

The total [removed: gain] [added: gains] recorded as a result of these transactions [removed: was] [added: were] approximately [added: $33 million ($0.15 per diluted share) and approximately] $641 million ($2.50 per diluted share) during the [removed: year] [added: years] ended December 31, [added: 2025 and] 2024, [added: respectively,] within net gain on equity method transactions in the consolidated statements of operations.

[removed: There are many risks associated with these evolving areas, including the high development costs of active safety and autonomous driving technologies, the uncertain timing of customer and consumer adoption of these technologies, increased competition] from entrants outside [removed: the] [added: our] traditional [removed: automotive industry] [added: industries,] and evolving regulations, such as the guidance for automated driving systems published by the U.S. Department of Transportation.

While we believe we are well-positioned [removed: in these] [added: across our] markets, the high development cost of [removed: active safety and autonomous driving] [added: various] technologies may result in a higher risk of exposure to the success of new or disruptive technologies different than those being developed by us or our [removed: partners] [added: partners,] and ultimately there can be no assurance that we will be successful in our efforts to develop these technologies.

We seek to leverage our strong product portfolio tied to the [removed: industry’s key mega-trends] [added: broader trends of automation, electrification and digitalization that are transforming multiple industries] with our global footprint to increase our revenues, as well as committing to substantial annual investment in research and development to maintain and enhance our leadership in new [removed: mobility] solutions across each of our product lines.

In recent years, we continued to complete selected acquisitions and strategic investments in order to continue to leverage our technology capabilities and enhance and expand our commercialization of new [removed: mobility] solutions, product offerings, customer base, geographic penetration and scale to complement our current businesses, while continuing to enhance our product offerings and competitive position in growing market segments.

*Accelerating an [removed: electric, zero-emissions] [added: electrified, sustainable] future.* We are committed to becoming carbon-neutral in our global operations by 2030 and to achieving net carbon neutrality by 2040 as we transition away from carbon-intensive energy and processes in our global operations.

Global automotive vehicle production [removed: decreased 1% (3%] [added: increased 4% from 2024 to 2025 (1%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its [removed: revenue, “AWM”) from 2023 to 2024,] [added: revenue),] reflecting [added: increased] vehicle production [removed: declines] of [removed: 5%] [added: 10%] in [removed: Europe] [added: China] and [removed: 2%] [added: 1%] in [removed: North] [added: South] America, [added: our smallest region,] partially offset by [removed: increased production] [added: declines] of [removed: 4%] [added: 2%] in [removed: China] [added: North America] and [removed: 3%] [added: 1%] in [removed: South America, our smallest region.][added: Europe.]

On September 15, 2023, several of our largest customers’ collective bargaining agreements with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”), expired and the UAW subsequently went on strike against General Motors (“GM”), Ford Motor Company (“Ford”) and Stellantis N.V. (“Stellantis”) in the United States (the “U.S.”), causing work stoppages at certain of these customers’ vehicle production and parts [removed: distribution facilities, which lasted approximately six weeks.]

Global inflationary pressures have, at times, both reduced consumer demand for automotive vehicles and increased the price of inputs to our products, which has adversely impacted our sales and profitability, which may continue in [removed: 2025.][added: 2026.]

In particular, changes to international trade agreements, such as the United States-Mexico-Canada [removed: Agreement,] [added: Agreement (the “USMCA”),] increases in trade tariffs, import quotas and other trade restrictions or actions, including retaliatory responses to such actions, or other political pressures [added: have affected and] could [added: continue to] affect [added: our operations and] the operations of our OEM customers, resulting in reduced automotive production in certain regions or shifts in the mix of production to higher cost regions.

In response to the conflict, the European Union (the “E.U.”), the U.S. and other [removed: nations] [added: governments] implemented broad economic sanctions against Russia.

As a result, the Company determined that this subsidiary, which was reported within the [removed: Signal and Power Solutions] [added: Electrical Distribution Systems] segment, initially met the held for sale criteria as of June 30, 2022.

Refer to Note [removed: 20.][added: 7.]

Furthermore, the conflict has caused our customers to analyze their [added: and their suppliers’] continued presence in the region and future customer production plans in the region remain uncertain.

Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future.

Our technologies reach from sensor to cloud, including the hardware and software necessary to support automotive and other industries on a global basis.

Our Advanced Safety and User Experience segment provides advanced software and services, intelligent sensors and high-performance compute platforms; our Engineered Components Group segment provides connection systems, high-performance interconnects, and cable management and protection solutions; and our Electrical Distribution Systems segment provides low voltage and high voltage power, signal and data distribution.

The new publicly traded Electrical Distributions Systems spin-off company will be named Versigent, and will trade on the NYSE under the symbol “VGNT” following the distribution date.

During the year ended December 31, 2025, the Company incurred costs of approximately $178 million related to the Separation.

These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, are primarily related to third-party professional fees associated with planning the Separation.

The Company expects to continue to incur additional expenses related to the Separation through the completion of the transaction.

In connection with the Separation, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.

Prior period amounts have been adjusted retrospectively to reflect the change in reportable operating segments, consistent with the current year presentation, throughout the audited consolidated financial statements contained herein.

Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered Components.

There is no impact to the composition of either segment.

We believe the Company is well-positioned to benefit from key secular trends, including automation, electrification and digitalization, that are driving transformation in the automotive industry and expanding in scope to impact a broader range of end markets, including aerospace and defense, telecom and datacom, and diversified industrials.

◦Driving more than 75% of new business awards in China with local OEM customers;

- Delivering record revenue, with strong revenue growth over the prior year despite the dynamic vehicle production environment, helped by strong growth in other industrial end markets;

- Successfully mitigating substantially all significant tariff-related exposures during the year;

- Leveraging our investment grade credit metrics to further enhance our capital structure and increase our financial flexibility;

◦Opportunistically deploying capital to repurchase $300 million aggregate principal amount of certain senior notes and repaying the outstanding principal balance of $250 million on the Term Loan A;

◦Extending the maturity of our existing Credit Agreement to March 2030;

- Commencing partnerships with leading technology companies to commercialize our intelligent edge portfolio, including ServiceNow, Capgemini, Robust.AI, Vecna Robotics, Nota AI, SiMa.ai, DEEPX and others;

- Fully preparing our Electrical Distribution Systems business for separation into an independent, publicly traded company, including post-separation strategies and growth opportunities for both Aptiv and Versigent, and remaining on-track to complete the Separation by April 1, 2026.

*Commercializing the evolution towards software-defined components and systems across multiple industries, including automotive*.

We expect the trends of automation, electrification and digitalization to create growth opportunities, as they drive similar product requirements for mission-critical applications across multiple industries, namely increased demand for advanced software and optimized hardware.

Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, offer significant societal benefits and create long-term growth opportunities for our product offerings, including new customers such as mobility providers, telecommunications network operators and smart cities.

Growth opportunities across the automotive and other industries will be driven by increased hardware and software content, greater computing power and software requirements, enhanced solutions for lifecycle management and connectivity, and continued electrification.

We believe the complexity of these systems will also require ongoing software support services, as they will be continuously upgraded with new features and performance enhancements.

As described in Note 7.

Intangible Assets and Goodwill to the audited consolidated financial statements contained herein, although the timeline has been extended for the broader transition to more fully software-defined vehicles, as evidenced by certain delays in our OEM customers’ software-defined vehicle investment strategies, we continue to believe we are well-aligned with long-term key industry technology trends and continue to make investments to further develop and grow our product offerings in this space.

In May 2025, Hyundai provided additional funding to Motional, further reducing Aptiv’s common equity interest in Motional from 15% as of March 31, 2025 to approximately 13% as of December 31, 2025.

Evolving technology areas related to the trends of automation, electrification, and digitalization present numerous risks, including high development costs, uncertainty regarding the timing of customer and consumer adoption, increased competition

distribution facilities, which lasted approximately six weeks.

For the year ended December 31, 2025, less than 1% of our net sales were generated from manufacturing facilities in Ukraine, and we did not generate any sales in Russia.

For example, as a result of the rapidly evolving trade policies and tariff actions, the uncertainty in the automotive industry has increased, which could adversely affect our business and financial results.

However, as a

These changes to the production environment were primarily driven by the global supply chain disruptions that impacted the automotive industry at times during previous years.

Normally we do not carry inventories of such raw materials in excess of those reasonably required to meet our production and shipping schedules.

In addition, we continue to build upon our extensive geographic reach, enabled by our leadership in the automotive market, to capitalize on opportunities in key growth markets, including aerospace and defense, telecom and datacom, and diversified industries.

In addition, geopolitical tensions are also causing them to regionalize their supply chains.

Our global manufacturing footprint enables us to efficiently manufacture in and supply from best cost countries at scale.

Our regional teams allow us to stay connected to local market requirements and more closely partner with our customers during all phases of the development process, from design through production, while maintaining focus on increasing efficiency and lowering costs.

Increasing manufacturing automation, footprint rotation to best cost countries, and other operational initiatives have supported our commitment to continuous improvement, leveraging scale and enhancing efficiency to improve our margins.

We are a global technology company focused on making the world safer, greener and more connected.

We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.

Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles.

Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.

- Delivering strong earnings growth over the prior year despite declines in volume and the global inflationary environment

- Refinancing over $1.4 billion in near-term debt maturities and successfully maintaining a well-laddered debt maturity profile, providing financial flexibility and reducing short-term refinancing risks

- Restructuring our Motional AD LLC (“Motional”) joint venture ownership, reducing our common equity interest in Motional from 50% to 15%, eliminating future cash funding requirements while maintaining access to insights and market intelligence

- Enhancing our optimized full system, edge-to-cloud capabilities

◦Ongoing advancement in adapting advanced driver assistance systems to leverage containerized, service-based software architecture; and

◦Increasing our customer choice and regional flexibility through investments in computer vision providers StradVision, Inc. (“StradVision”) and MAXIEYE Automotive Technology (Ningbo) Co., Ltd. (“Maxieye”).

- Meeting the sustainability-linked targets for greenhouse gas emissions and workplace safety within our Credit Agreement.

*Commercializing the high-tech evolution of the automotive industry*.

The automotive industry is increasingly evolving towards the implementation of software-dependent components and solutions.

In particular, the industry is focused on the development of advanced driver assistance technologies, with the goal of developing and introducing a commercially-viable, fully automated driving experience.

We expect automated driving technologies will provide strong societal benefit as well as the opportunity for long-term growth for our product offerings in this space.

We are focused on enabling and delivering end-to-

end smart mobility solutions, enabling our customers’ transition to more electrified, software-defined vehicles, accelerating the commercialization of active safety and autonomous driving technologies and providing enhanced user experience and connected services.

Consequently, during the year ended December 31, 2022, the Company recorded a pre-tax charge of $51 million to impair the carrying value of the Russian subsidiary’s net assets to fair value.

Furthermore, as a result of the conflict, we estimate that the adverse impacts to revenue from Russia operations were approximately $65 million during the year ended December 31, 2022.

We continue to build upon our extensive geographic reach to capitalize on fast-growing automotive markets.

Estimated total indirect and direct adverse impacts to revenue as a result of these lockdowns during 2022 was approximately $270 million.

Our ability to design a reliable electrical architecture that optimizes power distribution and/or consumption is key to satisfying the OEMs’ needs to reduce emissions while continuing to meet consumer demand for increased vehicle content and technology.

Our global footprint enables us to serve the global OEMs on a worldwide basis as we gain market share with key growth market OEMs.

This regional model is structured primarily to service the North American market from Mexico, the South American market from Brazil, the European market from Eastern Europe and North Africa, and the Asia Pacific market from China, and we have continued to rotate our manufacturing footprint to best cost locations within these regions.

For example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China.

In addition, in October 2022, the U.S. government imposed additional export control restrictions targeting the export, re-export or transfer of, among other products, certain advanced computing semiconductors, semiconductor manufacturing items and related technology to China, which could further disrupt supply chains and adversely impact our business.

operations, trade or travel in response to a pandemic or widespread outbreak of an illness.

As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers.

In addition, during recent years, global economies and

consumer demand related to vehicle segment purchases and content penetration.

Due to various factors, the industry has recently been impacted by increased operating and logistics challenges from certain global supply chain disruptions, including a worldwide semiconductor supply shortage.

This shortage has resulted in increased pricing pressures on semiconductors as well.

| Mandatory convertible preferred share dividends | | | | | | | | | | | | | | | | | | | | | — | | | | | | (29) | | | | | | 29 | | |

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | $ | 1,787 | | | | | $ | 2,909 | | | | | $ | (1,122) | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total net sales | | | $ | 19,713 | | | | | $ | 20,051 | | | | | $ | (338) | | | | | | | | $ | (331) | | | | | $ | (85) | | | | | $ | 78 | | | | | $ | — | | | | | $ | (338) | |

The declines in volumes were partially offset by the impacts of favorable pricing, net of contractual price reductions, of $167 million.

In addition, our net sales reflect net unfavorable foreign currency impacts, primarily related to the Chinese Yuan Renminbi.

| Cost of sales | | | $ | 16,002 | | | | | $ | 16,612 | | | | | $ | 610 | | | | | | | | $ | 371 | | | | | $ | 101 | | | | | $ | 356 | | | | | $ | (218) | | | | | $ | 610 | |

| Gross margin | | | $ | 3,711 | | | | | $ | 3,439 | | | | | $ | 272 | | | | | | | | $ | 40 | | | | | $ | 16 | | | | | $ | 356 | | | | | $ | (140) | | | | | $ | 272 | |

We have currency exposures related to buying, selling and financing in currencies other than the local functional currencies in which we operate (“transactional [removed: exposure”).]

During the year ended December 31, [removed: 2024,] [added: 2025,] the foreign currency translation adjustment [removed: loss] [added: gains] of [removed: $282] [added: $310] million was primarily due to the impact of a [removed: strengthening] [added: weakening] U.S. dollar, which [removed: increased approximately 18% in relation to the Mexican Peso,] [added: decreased] approximately [removed: 6%] [added: 13%] in relation to the Euro and approximately [removed: 1%] [added: 2%] in relation to the Chinese Yuan Renminbi from December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] the net fair value liability of all financial instruments, including hedges and underlying transactions, with exposure to currency risk was approximately [removed: $925] [added: $476] million and [removed: $507] [added: $925] million, respectively.

The potential change in fair value for such financial instruments from a hypothetical 10% adverse change in quoted currency exchange rates would be a [removed: loss] [added: gain] of approximately [removed: $21] [added: $77] million and a [removed: gain] [added: loss] of approximately [removed: $23] [added: $21] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The potential change in fair value from a hypothetical 10% favorable change in quoted currency exchange rates would be a loss of approximately [removed: $21] [added: $27] million and [removed: $9] [added: $21] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The net fair value of our contracts was [added: an asset of $85 million and] a liability of $6 million [removed: and $2 million] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

If the price of the commodities that are being hedged by our commodity swaps/average rate forward contracts changed adversely or favorably by 10%, the fair value of our commodity swaps/average rate forward contracts would decrease or increase by [removed: $41] [added: $44] million and [removed: $43] [added: $41] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The [removed: Term Loan A] Credit Agreement carries an interest rate, at our option, on [removed: loan] [added: Revolving Credit Facility] borrowings of either (a) the ABR plus [removed: 0.25%] [added: 0.125%] per annum, or (b) SOFR plus [removed: 1.25%] [added: 1.125%] per annum.

The interest rate period with respect to the SOFR interest rate option can be set at one-, three-, or six-months as selected by us in accordance with the terms of the [removed: Term Loan A] Credit Agreement [removed: and the Credit Agreement] (or other period as may be agreed by the applicable lenders), but payable no less than quarterly.

[added: The applicable] interest rates listed above for the [removed: Term Loan A] [added: Revolving] Credit [removed: Agreement] [added: Facility] may increase or decrease from time to time in increments of 0.125% to [removed: 0.25%,] [added: 0.20%,] up to a maximum of [removed: 0.50%] [added: 0.325%] based on changes to our corporate credit [removed: ratings.][added: ratings, as further discussed in Note 11.]

Accordingly, the interest rate will fluctuate during the term of the [removed: Term Loan A] Credit Agreement [removed: and the Credit Agreement] based on changes in the Alternate Base Rate, SOFR, future changes in our corporate credit [removed: ratings or the sustainability-linked targets as discussed above.][added: ratings.]

exposure”).

As of December 31, 2025, we had no floating rate debt outstanding.

As of December 31, 2024, we had approximately $250 million of floating rate debt related to the Term Loan A Credit Agreement, and no floating rate debt outstanding related to the Credit Agreement.

The Credit Agreement carries an interest rate, at our option, on Revolving Credit Facility borrowings of either (a) the ABR plus 0.06% per annum, or (b) SOFR plus 1.06% per annum, which includes an adjustment resulting from the Company having met the sustainability-linked targets for the 2023 calendar year.

The applicable

The applicable interest rates listed above for the Revolving Credit Facility may increase or decrease from time to time in increments of 0.01% to 0.20%, up to a maximum of 0.40% based on changes to our corporate credit ratings or based on whether the Company achieves or fails to achieve certain sustainability-linked targets with respect to greenhouse gas emissions and workplace safety, as further discussed in Note 11.

The table below indicates interest rate sensitivity on interest expense to floating rate debt based on amounts outstanding as of December 31, 2024.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Term Loan A Credit Agreement | | | | | | | | |

| Change in Rate | | | | | | (impact to annual interest expense, in millions) | | | | | | | | |

| 25 bp decrease | | | | | | ‘\- $1 | | | | | | | | |

| 25 bp increase | | | | | | ‘\+ $1 | | | | | | | | |

In connection with the Transaction, New Aptiv assumed Old Aptiv’s [removed: Long-Term Incentive Plans] [added: long-term incentive plans] and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to [removed: each] [added: the] Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under [removed: each] [added: the] Credit Agreement as the “parent entity” thereunder.

In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to [removed: each] [added: the] Credit Agreement in which New Aptiv guaranteed the obligations under [removed: each] [added: the] Credit Agreement.

Following the reorganization transaction, Aptiv Swiss Holdings [added: (i)] replaced Old Aptiv as [removed: an obligor] [added: a guarantor of the borrowers’ obligations] under the Credit [removed: Agreements,] [added: Agreement, and (ii) succeeded to Old Aptiv as an obligor under] the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit [removed: Agreements] [added: Agreement] (and will act as the “parent entity” thereunder) and the indentures.

We deliver [removed: end-to-end mobility solutions, enabling] [added: flexible and scalable solutions that support] our customers’ transition to [removed: a more electrified,] [added: an increasingly] software-defined future.

We are one of the largest vehicle technology suppliers and our customers include the 25 largest automotive original equipment manufacturers (“OEMs”) in the [removed: world.][added: world, as well as many of the leading aerospace and defense companies and global telecom operators.]

We operate [removed: 140] [added: 139] major manufacturing facilities and 11 major technical centers utilizing a regional service model that enables us to efficiently and effectively serve our global customers from best cost countries.

We have a presence in [removed: 49] [added: 50] countries and have approximately [removed: 21,200] [added: 20,700] scientists, engineers and technicians focused on developing market relevant product solutions for our customers.

[removed: Planned Spin-off of Electrical] [added: Electrical] Distribution [removed: Systems Business][added: Systems.]

On January 22, 2025, we announced our intention to pursue a separation of our Electrical Distribution Systems business [added: into a new, independent publicly traded company,] through a transaction expected to be treated as a tax-free spin-off to [removed: Aptiv’s shareholders.][added: its shareholders (the “Separation”).]

The Company plans to complete the [removed: separation] [added: Separation] by [removed: March 31,] [added: April 1,] 2026, subject to customary closing conditions.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through [removed: our website] [added: ir.aptiv.com] as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

We have organized our business into [removed: two diversified] [added: three distinct] segments, which enable us to develop technology solutions and manufacture highly-engineered products that enable our customers to [removed: respond to] [added: best address] these [removed: mega-trends:][added: secular trends:]

[removed: - Advanced] [added: *•Advanced] Safety and User [removed: Experience—This] [added: Experience*—This] segment, which includes our Active Safety, User Experience and Smart Vehicle Compute and Software [removed: businesses,] [added: product lines,] provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including [removed: sensing] [added: intelligent sensors, high-performance compute platforms,] and [removed: perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, cloud-native] [added: advanced] software [removed: platforms, application software, autonomous driving technologies] [added: tools] and [removed: end-to-end DevOps tools.][added: services.]

Our customer base includes the 25 largest automotive OEMs in the world, and in [removed: 2024,] [added: 2025,] 29% of our net sales came from the Asia Pacific region, which we have identified as a key market likely to experience substantial long-term growth.

Our ten largest platforms in [removed: 2024] [added: 2025] were with [removed: seven] [added: six] different OEMs.

In addition, in [removed: 2024] [added: 2025] our products were found in [removed: 17] [added: 18] of the 20 top-selling vehicle models in the United States (“U.S.”), 17 of the 20 top-selling vehicle models in Europe and [removed: 12] [added: 20] of the 20 top-selling vehicle models in China.

Our global scale and regional service model enables us to engineer globally and execute regionally [added: and] to serve the largest OEMs, which are seeking suppliers that can serve them on a [removed: worldwide basis.]

In [removed: 2024,] [added: 2025,] the industry experienced [removed: decreased] [added: fluctuations in] global customer sales and production schedules, and [added: generally] increased inventory levels, primarily driven by various global uncertainties and global inflationary pressures.

Global automotive vehicle production [removed: decreased 1% (3%] [added: increased 4% from 2024 to 2025 (1%] on an Aptiv weighted market basis, which represents global vehicle production weighted to the geographic regions in which the Company generates its [removed: revenue) from 2023 to 2024,] [added: revenue),] reflecting [added: increased vehicle production of 10% in China and 1% in South America, our smallest region, partially offset by declines of 2% in North America and 1% in Europe.]

We believe that evolving entrants into the global transportation [removed: industry] [added: industry,] such as mobility providers, electric vehicle developers and smart cities will provide additional markets for our advanced technologies.

We believe [removed: that] [added: that,] as a company with a global presence and advanced technology, engineering, manufacturing and customer support capabilities, we are well-positioned to benefit from these opportunities.

We believe that continuously increasing societal demands have [removed: created the] [added: resulted in] three [removed: “mega-trends”] [added: key trends] that serve as the basis for the next wave of [removed: market-driven automotive] technology [removed: advancement.][added: advancement across multiple industries, including automotive.]

We aim to continue developing leading edge technology focused on addressing these [removed: mega-trends,] [added: trends,] and apply that technology toward products with sustainable margins that enable our [removed: customers, both OEMs and others,] [added: customers] to produce distinctive market-leading products.

We have identified a core portfolio of products that draw on our technical strengths and align with these [removed: mega-trends] [added: trends] where we believe we can provide [removed: differentiation to our customers.][added: differentiation.]

[removed: OEMs] [added: OEM customers] continue to focus on improving [added: vehicle] occupant and [removed: pedestrian] [added: vulnerable road user] safety [removed: in order] to meet increasingly stringent regulatory requirements in various markets.

As a result, suppliers are focused on developing technologies aimed at protecting vehicle occupants when a crash occurs, [removed: as well as] [added: with] advanced driver assistance systems that reduce driver [removed: distractions and] [added: distractions, as well as] automated safety features that proactively mitigate the risk of a crash [removed: occurring.][added: occurring, such as lane departure warning and centering systems.]

We are developing key enabling technologies in the areas of vehicle charging and vehicle power distribution and [removed: control that] [added: control, which] are essential to the introduction of our customers’ [added: increasingly] electrified vehicle platforms.

Intelligent, software-defined solutions, such as increasingly capable automated driving technologies, [removed: will provide strong] [added: offer significant] societal [removed: benefit as well as the opportunity for] [added: benefits and create] long-term growth [added: opportunities] for our product offerings, including new [removed: potential] customers such as mobility providers, telecommunications network operators and smart cities.

We believe the complexity of these systems will also require ongoing software support services, as [removed: these vehicle systems] [added: they] will be continuously upgraded with new features and performance [removed: enhancements][added: enhancements.]

As part of our strategy to harness the full potential of connected intelligent systems across industries, strengthen our capabilities in software-defined mobility and [removed: to] enable advanced smart vehicle architecture changes, we acquired Wind River Systems, Inc. (“Wind River”) in December 2022.

Wind River is a global leader in delivering software for the intelligent edge for multiple industries, including automotive, by leveraging mixed-criticality software products and solutions enabling customers to develop in the cloud, deploy [removed: over the air] [added: OTA] and run and manage software at the vehicle edge.

We are also continuing to develop market-leading automated driving [removed: solutions] [added: solutions,] such as automated driving software, sensing and perception technologies enhanced through artificial intelligence and machine learning, as well as the underlying architecture technologies capable of supporting safety-critical applications.

Although we believe our strategic partnerships have us well-aligned with industry technology [removed: mega-trends] [added: trends] in these evolving areas, the timeline necessary to produce commercially viable autonomous vehicles has been extended and is still subject to significant uncertainty, which resulted in additional funding requirements for Motional.

Many OEMs are continuing to [removed: adopt global] [added: develop] vehicle platforms [added: intended] to increase standardization, reduce [removed: per unit] [added: per-unit] cost and increase capital efficiency and profitability.

As a result, OEMs [removed: are selecting] [added: prefer] suppliers that have the capability to manufacture products on a [removed: worldwide] [added: global] basis [removed: as well as the] [added: with manufacturing and design] flexibility to adapt to regional variations.

Suppliers with global scale and strong design, engineering and manufacturing [removed: capabilities,] [added: capabilities] are best positioned to benefit from this trend.

OEMs are also increasingly looking to their suppliers to simplify vehicle design and assembly processes to reduce [removed: costs and weight.][added: costs.]

Suppliers that can provide fully engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system [removed: sourcing.][added: sourcing from global suppliers.]

[removed: - Advanced] [added: *•*Advanced] Safety [removed: primarily consists of] [added: includes] solutions that enable advanced safety features and vehicle automation, as well as radar, vision and other sensing technologies.

- User Experience [removed: primarily] enables in-cabin solutions around infotainment, driver interface and interior [removed: sensing solutions.][added: sensing.]

The new publicly traded Electrical Distributions Systems spin-off company will be named Versigent, and will trade on the NYSE under the symbol “VGNT” following the distribution date.

During the year ended December 31, 2025, the Company incurred costs of approximately $178 million related to the Separation.

These costs, which are included in selling, general and administrative expense within the consolidated statements of operations, are primarily related to third-party professional fees associated with planning the Separation.

The Company expects to continue to incur additional expenses related to the Separation through the completion of the transaction.

In connection with the Separation, in the first quarter of 2025, Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.

Prior period amounts have been adjusted retrospectively to reflect the change in reportable operating segments, consistent with the current year presentation, throughout the audited consolidated financial statements contained herein.

Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered Components.

There is no impact to the composition of either segment.

Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future.

Our

technologies reach from sensor to cloud, including the hardware and software necessary to support automotive and other industries on a global basis.

Our Advanced Safety and User Experience segment provides advanced software and services, intelligent sensors and high-performance compute platforms; our Engineered Components Group segment provides connection systems, high-performance interconnects, and cable management and protection solutions; and our Electrical Distribution Systems segment provides low voltage and high voltage power, signal and data distribution.

We believe that key secular trends, including automation, electrification and digitalization, continue to transform the core mobility industry, while also expanding in scope to impact a broader range of end markets, including aerospace and defense, telecom and datacom, and diversified industrials.

Consumer demand for intelligent and connected solutions, as well as certain government regulations, are helping transform markets and creating new opportunities for Aptiv.

- *Engineered Components Group—*This segment provides connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal, and data for next-generation applications across multiple end markets.

- *Electrical Distribution Systems—*This segment provides a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures.

As described above, the Company is pursuing a separation of the Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders.

worldwide basis.

Automation*.* In the automotive industry, Automation refers to safety, comfort and convenience features.

These technologies have also expanded to include convenience features such as adaptive cruise control, traffic jam assist, and hands-free driving, which improve both safety and convenience for end consumers.

Further, Automation extends into applications such as robots in manufacturing facilities, drones for commercial and defense applications and other increasing autonomous systems across diversified industrial applications.

Electrification*.* In the automotive industry, Electrification refers to technologies designed to reduce emissions, improve fuel economy and minimize the environmental impact of vehicles, while also supporting increasing electrical and electronics content such as sensors, compute and actuators.

As a result, there is a need for innovations that result in significant improvements in carbon emissions and performance.

Moreover, Electrification applies well beyond the automotive industry to other increasingly electrified devices and systems, as well as the infrastructure that supports them, such as data centers and energy storage systems.

Digitalization*.* In the automotive industry, Digitalization refers to connectivity, software-defined solutions, and the ability to evolve and improve over a vehicle’s lifecycle in response to consumer demand for greater safety, personalization, productivity and convenience features.

This shift, in turn, is driving increased demand for electrical and electronic architecture as the foundation for this content.

These technologies are designed to seamlessly integrate vehicles into their operating environment, while providing drivers with connectivity to consumer ecosystems, and data and insights to OEMs via over-the-air (“OTA”) technology.

Across multiple industries, devices and systems themselves are becoming increasingly software-defined, with the capability to being continuously updated, while also leveraging artificial intelligence to deliver insights, transform operations and unlock value.

Convergence of Automation, Electrification and Digitalization

We expect the trends of automation, electrification and digitalization to create growth opportunities as they drive similar product requirements for mission-critical applications across multiple industries, namely increased demand for advanced software and optimized hardware.

Growth opportunities across the automotive and other industries will be driven by increased hardware and software content, greater computing power and software requirements, enhanced solutions for lifecycle management and connectivity, and continued electrification.

In May 2025, Hyundai provided additional funding to Motional, further reducing Aptiv’s common equity interest in Motional from 15% as of March 31, 2025 to approximately 13% as of December 31, 2025.

In addition, geopolitical tensions are also causing them to regionalize their supply chains.

This segment provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including intelligent sensors, high-performance compute, advanced software for applications such as Advanced Driver Assistance Systems and User Experience, as well as tools and services.

Engineered Components Group.

This segment provides connection systems, high-performance interconnects, and cable management and protection solutions that optimize the distribution of power, signal and data for next-generation applications across multiple end markets.

This segment provides a full range of low voltage and high voltage power, signal and data distribution solutions needed to deliver fully integrated, cost-optimized architectures.

As described above, the Company is pursuing a separation of the Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders.

| • Aumovio Se | | | | | |

| • Gentex Corporation | | | | | |

Aptiv is a global technology company focused on making the world safer, greener and more connected.

We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.

Our Advanced Safety and User Experience segment is focused on providing the necessary software and advanced computing platforms, and our Signal and Power Solutions segment is focused on providing the requisite networking architecture required to support the integrated systems in today’s complex vehicles.

Together, our businesses develop the ‘brain’ and the ‘nervous system’ of increasingly complex vehicles, providing integration of the vehicle into its operating environment.

We believe the automotive industry is being shaped by rapidly increasing consumer demand for new mobility solutions, advanced technologies, including software-defined vehicles, and vehicle connectivity, as well as government regulation related to vehicle safety, fuel efficiency and emissions control.

More broadly, the “Safe,” “Green” and “Connected” mega-trends are expected to drive higher growth for our products than the underlying markets they serve.

*•*Signal and Power Solutions—This segment, which includes our Engineered Components Group and Electrical Distribution Systems businesses, provides complete design, manufacture and assembly of the vehicle’s electrical architecture, including engineered component products, connectors, wiring assemblies and harnesses, cable management, electrical centers and high voltage power and safety-critical data distribution systems.

Our products provide the signal distribution and computing power backbone that supports increased vehicle content and electrification, reduced emissions, higher fuel economy and off-vehicle connectivity.

vehicle production declines of 5% in Europe and 2% in North America, partially offset by increased production of 4% in China and 3% in South America, our smallest region.

Safe*.* The first mega-trend, “Safe,” represents technologies aimed not just at protecting vehicle occupants when a crash occurs, but those that actually proactively reduce the risk of a crash occurring.

Examples of new and alternative technologies that incorporate sophisticated detection and advanced software for collision avoidance include lane departure warning and centering systems, adaptive cruise control and traffic jam assist, and driver and cabin monitoring systems.

Green*.* The second mega-trend, “Green,” represents technologies designed to help reduce emissions, increase fuel economy and minimize the environmental impact of vehicles.

Green is a key mega-trend today because of the convergence of several issues: climate change, volatility in oil prices, an increasing number of vehicles in use worldwide and recent and pending regulation in every region regarding fuel economy and greenhouse gas (“GHG”) emissions.

OEMs continue to focus on improving fuel efficiency and reducing emissions in order to meet increasingly stringent regulatory requirements in various markets.

On a worldwide basis, the relevant authorities in the largest markets in which we operate have already instituted regulations requiring reductions in emissions and/or increased fuel economy.

In many cases, other authorities have initiated legislation or regulation that would further tighten the standards through 2025 and beyond.

Based on the current regulatory environment, we believe that OEMs, including those in the U.S., the European Union (the “E.U.”) and China, will be subject to requirements for even greater reductions in carbon dioxide (“CO2”) emissions over the next ten years.

For example, in the U.S., the Environmental Protection Agency (the “EPA”) proposed new rules in 2023 that could require as much as 67% of all light-duty vehicles and 46% of medium-duty vehicles sold in the U.S. by model year 2032 to be all-electric, and the California Air Resources Board approved rules in 2022, which require that all new passenger cars and light trucks sold in California be electric vehicles or other zero-emission models by 2035.

In 2023, the E.U. amended regulations, which require that all new passenger cars and vans sold in the E.U. to have zero CO2 emissions by 2035.

These and other standards will require meaningful innovation as OEMs and suppliers are challenged to find ways to improve engine management, electrical power consumption, vehicle weight and integration of electric vehicles and alternative technologies.

As a result, suppliers are developing innovations that result in significant improvements in fuel economy, emissions and performance for internal combustion engine vehicles.

At the same time, suppliers are also developing and marketing new and alternative technologies that support electric vehicles, hybrid vehicles and fuel cell products to improve fuel economy and emissions.

We are also enabling the trend towards vehicle electrification with high voltage electrification solutions that reduce CO2 emissions and increase fuel economy, helping to make the world greener.

Connected*.* The third mega-trend, “Connected,” represents technologies designed to seamlessly integrate today’s highly complex vehicles into the electronic operating environment, and provide drivers with connectivity to the global information network.

The technology content of vehicles continues to increase as consumers demand greater safety, personalization, infotainment, productivity and convenience while driving, which in turn leads to increasing demand for electrical architecture as a foundation for this content.

Also, with increased smart device usage in vehicles, driver distractions can be dramatically increased, which in turn results in greater risk of

accidents.

We are pioneering vehicle-to-vehicle (V2V) and vehicle-to-infrastructure (V2I) communication technologies which enable vehicles to detect and signal danger, reducing vehicle collisions and improving driver safety, while also maintaining connectivity to an increasing number of devices inside and outside of vehicles.

We also utilize advanced connectivity solutions such as over-the-air (OTA) technology that enable vehicles to receive software updates remotely and collect market-relevant data from connected vehicles.

We expect these mega-trends to continue to create growth and opportunity for us.

We believe we are well-positioned to provide solutions and products to OEMs to expand the electronic and technological content of their vehicles.

We also believe electronics integration, which generally refers to products and systems that combine integrated circuits, software algorithms, sensor technologies and mechanical components within the vehicle will allow OEMs to achieve substantial reductions in weight and mechanical complexity, resulting in easier assembly, enhanced fuel economy, improved emissions control and better vehicle performance.

Convergence of Safe, Green and Connected Solutions

The combination of advanced technologies being developed within these mega-trends is contributing to the digital transformation across mission-critical industries.

Societal benefits of increased vehicle automation include enhanced safety (resulting from collision avoidance and improved vehicle control), environmental improvements (a reduction in CO2 emissions resulting from optimized driving behavior), labor cost savings and improved productivity (as a result of alternate uses for drive time) and unlocking new software and data-driven services.

Growth opportunities in this space result from increased content, additional computing power and software requirements, solutions to enhance lifecycle management and connectivity, increased electrification and high-speed data interconnects.

The total gain recorded as a result of these transactions was approximately $641 million ($2.50 per diluted share) during the year ended December 31, 2024, within net gain on equity method transactions in the consolidated statements of operations.

As a result, suppliers that sell vehicle components directly to manufacturers (Tier I suppliers) have assumed many of the design, engineering, research and development and assembly functions traditionally performed by vehicle manufacturers.

This segment provides critical technologies and services to enhance vehicle safety, security, comfort and convenience, including sensing and perception systems, electronic control units, multi-domain controllers, vehicle connectivity systems, cloud-native software platforms, application software, autonomous driving technologies and end-to-end DevOps tools.

Signal and Power Solutions.

We are from time to time subject to various actions, claims, suits, government investigations, and other proceedings incidental to our business, including those arising out of alleged defects, [removed: breach] [added: alleged breaches] of contracts, [added: alleged] competition and antitrust matters, product warranties, [added: alleged] intellectual property matters, [added: alleged] personal injury claims and employment-related [added: and environmental] matters.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $18,718,930,601] [added: $14,783,719,749] (based on the closing sale price of the registrant’s ordinary shares on that date as reported on the New York Stock Exchange).

The number of the registrant’s ordinary shares outstanding, $0.01 par value per share as of January [removed: 31, 2025,] [added: 30, 2026,] was [removed: 229,446,368.][added: 212,748,401.]

Portions of the registrant’s definitive Proxy Statement related to the [removed: 2025] [added: 2026] Annual General Meeting of Shareholders to be filed subsequently are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i741f9b039e714b09860dba755b700b9e_16)] [added: [Business](#i298200ec8a244b1889bf5d9b64480011_16)] | | | [removed: [5](#i741f9b039e714b09860dba755b700b9e_16)] [added: [5](#i298200ec8a244b1889bf5d9b64480011_16)] | | |

| Supplementary Item. | | | [Executive Officers of the [removed: Registrant](#i741f9b039e714b09860dba755b700b9e_22)] [added: Registrant](#i298200ec8a244b1889bf5d9b64480011_19)] | | | [removed: [14](#i741f9b039e714b09860dba755b700b9e_22)] [added: [14](#i298200ec8a244b1889bf5d9b64480011_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i741f9b039e714b09860dba755b700b9e_25)] [added: Factors](#i298200ec8a244b1889bf5d9b64480011_22)] | | | [removed: [16](#i741f9b039e714b09860dba755b700b9e_25)] [added: [16](#i298200ec8a244b1889bf5d9b64480011_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i741f9b039e714b09860dba755b700b9e_28)] [added: Comments](#i298200ec8a244b1889bf5d9b64480011_25)] | | | [removed: [29](#i741f9b039e714b09860dba755b700b9e_28)] [added: [31](#i298200ec8a244b1889bf5d9b64480011_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i741f9b039e714b09860dba755b700b9e_31)] [added: [Cybersecurity](#i298200ec8a244b1889bf5d9b64480011_28)] | | | [removed: [29](#i741f9b039e714b09860dba755b700b9e_31)] [added: [32](#i298200ec8a244b1889bf5d9b64480011_28)] | | |

| Item 2. | | | [removed: [Properties](#i741f9b039e714b09860dba755b700b9e_34)] [added: [Properties](#i298200ec8a244b1889bf5d9b64480011_31)] | | | [removed: [31](#i741f9b039e714b09860dba755b700b9e_34)] [added: [34](#i298200ec8a244b1889bf5d9b64480011_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i741f9b039e714b09860dba755b700b9e_37)] [added: Proceedings](#i298200ec8a244b1889bf5d9b64480011_34)] | | | [removed: [31](#i741f9b039e714b09860dba755b700b9e_37)] [added: [34](#i298200ec8a244b1889bf5d9b64480011_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i741f9b039e714b09860dba755b700b9e_40)] [added: Disclosures](#i298200ec8a244b1889bf5d9b64480011_37)] | | | [removed: [31](#i741f9b039e714b09860dba755b700b9e_40)] [added: [34](#i298200ec8a244b1889bf5d9b64480011_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i741f9b039e714b09860dba755b700b9e_46)] [added: Securities](#i298200ec8a244b1889bf5d9b64480011_43)] | | | [removed: [32](#i741f9b039e714b09860dba755b700b9e_46)] [added: [35](#i298200ec8a244b1889bf5d9b64480011_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i741f9b039e714b09860dba755b700b9e_52)] [added: [\[Reserved\]](#i298200ec8a244b1889bf5d9b64480011_49)] | | | [removed: [33](#i741f9b039e714b09860dba755b700b9e_52)] [added: [36](#i298200ec8a244b1889bf5d9b64480011_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i741f9b039e714b09860dba755b700b9e_55)] [added: Operations](#i298200ec8a244b1889bf5d9b64480011_52)] | | | [removed: [34](#i741f9b039e714b09860dba755b700b9e_55)] [added: [37](#i298200ec8a244b1889bf5d9b64480011_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i741f9b039e714b09860dba755b700b9e_79)] [added: Risk](#i298200ec8a244b1889bf5d9b64480011_76)] | | | [removed: [62](#i741f9b039e714b09860dba755b700b9e_79)] [added: [66](#i298200ec8a244b1889bf5d9b64480011_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i741f9b039e714b09860dba755b700b9e_82)] [added: Data](#i298200ec8a244b1889bf5d9b64480011_79)] | | | [removed: [65](#i741f9b039e714b09860dba755b700b9e_82)] [added: [68](#i298200ec8a244b1889bf5d9b64480011_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i741f9b039e714b09860dba755b700b9e_196)] [added: Disclosure](#i298200ec8a244b1889bf5d9b64480011_196)] | | | [removed: [139](#i741f9b039e714b09860dba755b700b9e_196)] [added: [145](#i298200ec8a244b1889bf5d9b64480011_196)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i741f9b039e714b09860dba755b700b9e_199)] [added: Procedures](#i298200ec8a244b1889bf5d9b64480011_199)] | | | [removed: [139](#i741f9b039e714b09860dba755b700b9e_199)] [added: [145](#i298200ec8a244b1889bf5d9b64480011_199)] | | |

| Item 9B. | | | [Other [removed: Information](#i741f9b039e714b09860dba755b700b9e_202)] [added: Information](#i298200ec8a244b1889bf5d9b64480011_202)] | | | [removed: [140](#i741f9b039e714b09860dba755b700b9e_202)] [added: [146](#i298200ec8a244b1889bf5d9b64480011_202)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i741f9b039e714b09860dba755b700b9e_208)] [added: Governance](#i298200ec8a244b1889bf5d9b64480011_208)] | | | [removed: [141](#i741f9b039e714b09860dba755b700b9e_208)] [added: [147](#i298200ec8a244b1889bf5d9b64480011_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i741f9b039e714b09860dba755b700b9e_211)] [added: Compensation](#i298200ec8a244b1889bf5d9b64480011_211)] | | | [removed: [141](#i741f9b039e714b09860dba755b700b9e_211)] [added: [147](#i298200ec8a244b1889bf5d9b64480011_211)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i741f9b039e714b09860dba755b700b9e_214)] [added: Matters](#i298200ec8a244b1889bf5d9b64480011_214)] | | | [removed: [141](#i741f9b039e714b09860dba755b700b9e_214)] [added: [147](#i298200ec8a244b1889bf5d9b64480011_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i741f9b039e714b09860dba755b700b9e_220)] [added: Independence](#i298200ec8a244b1889bf5d9b64480011_220)] | | | [removed: [141](#i741f9b039e714b09860dba755b700b9e_220)] [added: [147](#i298200ec8a244b1889bf5d9b64480011_220)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i741f9b039e714b09860dba755b700b9e_223)] [added: Services](#i298200ec8a244b1889bf5d9b64480011_223)] | | | [removed: [141](#i741f9b039e714b09860dba755b700b9e_223)] [added: [147](#i298200ec8a244b1889bf5d9b64480011_223)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i741f9b039e714b09860dba755b700b9e_229)] [added: Schedules](#i298200ec8a244b1889bf5d9b64480011_229)] | | | [removed: [142](#i741f9b039e714b09860dba755b700b9e_229)] [added: [148](#i298200ec8a244b1889bf5d9b64480011_229)] | | |

These capabilities are also susceptible to interruptions (including those caused by systems failures, [removed: cyber-attacks] [added: cyberattacks] and other natural or man-made incidents or disasters), which may be prolonged or go undetected.

The Company’s Enterprise Cybersecurity team, led by the [removed: Chief Information Officer (“CIO”),] [added: CISO,] is responsible for identifying, assessing the severity of, managing and remediating cybersecurity risks to the Company’s information technology infrastructure.

The Company’s Product Cybersecurity team, led by the [removed: Chief Technology] [added: Product Cybersecurity] Officer [removed: (the “CTO”),] [added: (“PCSO”),] is responsible for assessing and managing the Company’s cybersecurity risk as it relates to Aptiv’s product portfolio.

The Company’s Enterprise Cybersecurity Security Operation’s Center (“SOC”), which is supervised by the [removed: CIO,] [added: CISO,] is responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats, as well as for responding to cybersecurity incidents.

The Product Security Incident Response Team (the “PSIRT”), which is supervised by the [removed: CTO,] [added: PCSO,] is responsible for responding to product related cybersecurity incidents, which at times involve collaborating with the Enterprise Cybersecurity SOC.

Vulnerabilities identified are reviewed by the [removed: Vice President of Product Security] [added: PCSO] on a weekly basis with involvement from the [removed: CTO and the] Company’s legal staff as necessary.

In [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

As of December 31, [removed: 2024,] [added: 2025,] we owned or leased [removed: 140] [added: 139] major manufacturing sites and 11 major technical centers.

We have a presence in [removed: 49] [added: 50] countries.

Of our [removed: 140] [added: 139] major manufacturing sites and 11 major technical centers, which include facilities owned or leased by our consolidated subsidiaries, 66 are primarily owned and [removed: 85] [added: 84] are primarily leased.

| Engineered Components Group | | | 26 | | | | | | 22 | | | | | | 19 | | | | | | 2 | | | | | | 69 | | |

| Electrical Distribution Systems | | | 20 | | | | | | 17 | | | | | | 21 | | | | | | 3 | | | | | | 61 | | |

| Total | | | 48 | | | | | | 43 | | | | | | 43 | | | | | | 5 | | | | | | 139 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Signal and Power Solutions | | | 46 | | | | | | 42 | | | | | | 38 | | | | | | 5 | | | | | | 131 | | |

| Total | | | 48 | | | | | | 46 | | | | | | 41 | | | | | | 5 | | | | | | 140 | | |

As of January [removed: 31, 2025,] [added: 30, 2026,] there was 1 shareholder of record of our ordinary shares.

The following graph reflects the comparative changes in the value from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024,] [added: 2025,] assuming an initial investment of $100 and the reinvestment of dividends, if any in (1) our ordinary shares, (2) the S&P 500 index and (3) the Automotive Peer Group.

[removed: ][added: ]

* $100 invested on December 31, [removed: 2019] [added: 2020] in our stock or in the relevant index, including reinvestment of dividends.

Fiscal year ended December 31, [removed: 2024.][added: 2025.]

(3)Automotive Peer Group – Adient plc, American Axle & Manufacturing Holdings, Inc., Aptiv PLC, [removed: Blink Charging Co., BorgWarner] [added: Atmus Filtration Technologies] Inc., [removed: Canoo] [added: BorgWarner] Inc., Cooper-Standard Holdings Inc., Dana Incorporated, Dorman Products, Inc., Driven Brands Holdings Inc., [added: Faraday Future Intelligent Electric Inc.,] Ford Motor Company, Fox Factory Holding Corp., [added: Garrett Motion Inc.,] General Motors Company, Gentex Corporation, Gentherm Incorporated, Genuine Parts Company, [added: The Goodyear Tire & Rubber Company,] Holley Inc., Lear Corporation, LKQ Corporation, Lucid Group, Inc., [removed: Luminar Technologies, Inc.,] Monro, Inc., [added: Motorcar Parts of America, Inc.,] PHINIA Inc., QuantumScape Corporation, Rivian Automotive, Inc., [removed: SES AI Corporation,] Standard Motor Products, Inc., [removed: Stoneridge, Inc.,] [added: Strattec Security Corporation,] Tesla, Inc., [removed: The Goodyear Tire & Rubber Company,] Valvoline [removed: Inc.,Visteon Corporation,] [added: Inc., Visteon Corporation] and XPEL, Inc.

| Company Index | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | |

| Equity compensation plans approved by security holders | | | | | | [removed: 2,908,742] [added: 4,197,662] | | | (1) | | | | | | $ | — | | (2) | | | | | | [removed: 8,118,910] [added: 6,017,405] | | | (3) | | |

(1)Includes (a) [removed: 30,497] [added: 39,545] outstanding restricted stock units granted to our Board of Directors which were granted under the 2024 Aptiv PLC [removed: Long Term] [added: Long-Term] Incentive Plan, as amended and restated effective April 24, 2024 (the “2024 LTIP”) and (b) [removed: 2,878,245] [added: 4,158,117] outstanding time- and performance-based restricted stock units granted to our employees, of which [removed: 524,323] [added: 2,755,853] were granted under the 2024 [removed: LTIP and 2,353,922 were granted under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015.][added: LTIP.]

[removed: In] [added: (3)In] July 2024, the Board of Directors authorized a new share repurchase program of up to $5.0 billion.

This program commenced following completion of the Company’s January 2019 share repurchase program of up to $2.0 [removed: billion, which was approved by the Board of Directors in January 2019.][added: billion.]

| Aptiv PLC (1) | | | | | | $ | 100.00 | | | | | $ | 126.60 | | | | | $ | 71.48 | | | | | $ | 68.86 | | | | | $ | 46.42 | | | | | $ | 58.40 | |

| S&P 500 (2) | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| Automotive Peer Group (3) | | | | | | $ | 100.00 | | | | | $ | 148.83 | | | | | $ | 63.17 | | | | | $ | 101.94 | | | | | $ | 149.07 | | | | | $ | 170.48 | |

| Total | | | | | | 4,197,662 | | | | | | | | | $ | — | | | | | | | | 6,017,405 | | | | | |

A summary of our ordinary shares repurchased during the quarter ended December 31, 2025, is shown below:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (3) | | |

| October 1, 2025 to October 31, 2025 | | | | | | 653,958 | | | | | | $ | 82.96 | | | | | 653,958 | | | | | | $ | 2,365 | |

| November 1, 2025 to November 30, 2025 | | | | | | 2,008,246 | | | | | | $ | 76.98 | | | | | 2,008,246 | | | | | | $ | 2,210 | |

| December 1, 2025 to December 31, 2025 | | | | | | 1,227,747 | | | | | | $ | 77.37 | | | | | 1,227,747 | | | | | | $ | 2,115 | |

| Total | | | | | | 3,889,951 | | | | | | $ | 78.11 | | | | | 3,889,951 | | | | | | | | |

(1)The total number of shares purchased under the plans authorized by the Board of Directors are described below.

(2)Excluding commissions.

The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.

| Aptiv PLC (1) | | | | | | $ | 100.00 | | | | | $ | 137.52 | | | | | $ | 174.11 | | | | | $ | 98.30 | | | | | $ | 94.70 | | | | | $ | 63.84 | |

| S&P 500 (2) | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| Automotive Peer Group (3) | | | | | | $ | 100.00 | | | | | $ | 291.17 | | | | | $ | 433.35 | | | | | $ | 183.92 | | | | | $ | 296.83 | | | | | $ | 434.04 | |

| Total | | | | | | 2,908,742 | | | | | | | | | $ | — | | | | | | | | 8,118,910 | | | | | |

There were no repurchases of equity securities during the quarter ended December 31, 2024.

On August 1, 2024, under the existing and new authorizations, the Company entered into an accelerated share repurchase program to repurchase an aggregate amount of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”).

Under the terms of the ASR Agreements, the Company made an aggregate payment of $3.0 billion (the “Repurchase Price”) and received initial deliveries of approximately 30.8 million ordinary shares in aggregate, with a value of $2.25 billion, which were retired immediately and recorded as a reduction to shareholders’ equity.

The final settlements under the ASR Agreements are scheduled to occur no later than the second quarter of 2025, and in each case may be accelerated at the option of the applicable counterparty.

As of December 31, 2024, approximately $2,515 million remained available remained available under the July 2024 program.

We have audited the accompanying consolidated balance sheets of APTIV PLC (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 7, 2025] [added: 6, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Notes 2 and 14, the Company establishes reserves for uncertain tax positions for positions that are taken on their income tax returns that might not be sustained upon examination by the taxing authorities. At December 31, [removed: 2024,] [added: 2025,] the Company has recorded approximately [removed: $227] [added: $246] million relating to uncertain tax positions. 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. The Company identifies its certain and uncertain tax positions and then evaluates the recognition and measurement steps to determine the amount that should be recognized. The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. | | |

| *Description of the Matter* | | | As described in Notes 2 and 24, Aptiv occasionally enters into pricing agreements with its customers that provide for price [removed: reductions on production parts,] [added: reductions,] some of which are conditional upon achieving certain joint cost saving [removed: targets, which are accounted for as variable consideration.] [added: targets.] In addition, from time to time, Aptiv makes payments to customers in conjunction with ongoing business. Revenue is recognized based on the agreed-upon price at the time of shipment, and sales incentives, allowances and certain customer payments are recognized as a reduction to revenue at the time of the commitment to provide such incentives or make these payments. Certain other customer payments or upfront fees are [removed: capitalized] [added: considered to be a cost to obtain a contract] as they are directly attributable to a contract, are incremental and management expects the payments to be recoverable. In these cases, the customer payment is capitalized and amortized to revenue based on the transfer of goods and services to the customer for which the upfront payment relates. As of December 31, [removed: 2024,] [added: 2025,] Aptiv has recorded [removed: $53] [added: $54] million related to these capitalized upfront payments. Auditing the accounting for and completeness of arrangements containing elements such as sales incentives, allowances and customer payments, including the appropriate timing and presentation of adjustments to revenue as well as [removed: upfront payments] [added: costs] to [removed: customers] [added: obtain a contract] is judgmental due to the unique facts and circumstances involved in each revenue arrangement, as well as on-going commercial negotiations with customers. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the review of customer contracts. This included testing controls over [removed: management’s] [added: the Company’s] process to identify and evaluate customer contracts that contain sales incentives, allowances and customer payments that impact revenue recognition. Our audit procedures to test the completeness of the Company’s identification of such contracts included, among others, interviewing sales representatives who are responsible for negotiations with customers and testing cash payments [removed: and credit memos issued] to customers. To test management’s assessment of customer contracts containing sales incentives, allowances and customer payments, our procedures included, among others, selecting a sample of customer agreements, obtaining and reviewing source documentation, including master agreements, and other documents that were part of the agreement, and evaluating the contract terms to determine the appropriateness of the accounting treatment. | | |

| *Description of the Matter* | | | As described in Notes 2 and 7, the Company tests goodwill for impairment at the reporting unit level at least annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. As of December 31, [removed: 2024,] [added: 2025,] the Company’s goodwill related to the Wind River reporting unit was [removed: $2,279] [added: $1,631] million. Auditing management’s quantitative goodwill impairment assessment for the Wind River reporting unit was complex and [removed: required significant auditor judgment] [added: highly judgmental] due to the [removed: degree of] [added: significant] estimation required [removed: by management] to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the revenue growth [removed: rates] [added: rates, EBITDA margin] and discount rate, which are affected by expectations about future market [removed: and] [added: or] economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s [removed: annual] [added: quantitative] goodwill [removed: assessment.] [added: assessment and forecasting process, whereby the Company develops significant assumptions that are used in its analyses.] This included controls over management's review of the valuation model and the significant assumptions used in the fair value measurement discussed above. To test the estimated fair value of the Company’s Wind River reporting unit, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above used to develop the prospective financial information and testing the underlying data used by the Company in its analysis. We compared the prospective financial information developed by management to current industry and economic trends, historical performance, [added: and] guideline public companies in the same [removed: industry,] [added: industry] and [removed: other relevant information.] [added: evaluated the expected impacts of the Company’s operating strategies and initiatives on the significant assumptions.] We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We utilized internal valuation specialists to assist in our evaluation of the [removed: methodologies used and certain] assumptions [added: and other relevant information that are] most significant to the fair value estimate of the reporting unit, such as assessing the [added: fair value methodologies applied and evaluating the] reasonableness of the discount rate selected by management [removed: and] [added: as well as] the calculation of the Wind River reporting unit’s fair value. Furthermore, we assessed the appropriateness of the disclosures in the consolidated financial statements. | | |

We have audited APTIV PLC’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, APTIV PLC (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 7, 2025] [added: 6, 2026] expressed an unqualified opinion thereon.

| | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 19,713] [added: 20,398] | | | | | $ | [removed: 20,051] [added: 19,713] | | | | | $ | [removed: 17,489] [added: 20,051] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 16,002] [added: 16,500] | | | | | | [removed: 16,612] [added: 16,002] | | | | | | [removed: 14,854] [added: 16,612] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 1,465] [added: 1,673] | | | | | | [removed: 1,436] [added: 1,465] | | | | | | [removed: 1,138] [added: 1,436] | | |

| Amortization | | | | | | | | | | | | | | | [removed: 211] [added: 208] | | | | | | [removed: 233] [added: 211] | | | | | | [removed: 149] [added: 233] | | |

| Restructuring (Note 10) | | | | | | | | | | | | | | | [removed: 193] [added: 185] | | | | | | [removed: 211] [added: 193] | | | | | | [removed: 85] [added: 211] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 17,871] [added: 19,214] | | | | | | [removed: 18,492] [added: 17,871] | | | | | | [removed: 16,226] [added: 18,492] | | |

| Operating income | | | | | | | | | | | | | | | [removed: 1,842] [added: 1,184] | | | | | | [removed: 1,559] [added: 1,842] | | | | | | [removed: 1,263] [added: 1,559] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (337)] [added: (361)] | | | | | | [removed: (285)] [added: (337)] | | | | | | [removed: (219)] [added: (285)] | | |

| Other [removed: income (expense),] [added: income,] net (Note 19) | | | | | | | | | | | | | | | [removed: 41] [added: 50] | | | | | | [removed: 63] [added: 41] | | | | | | [removed: (54)] [added: 63] | | |

| Net gain on equity method transactions (Note 5) | | | | | | | | | | | | | | | [removed: 605] [added: 46] | | | | | | [removed: —] [added: 605] | | | | | | — | | |

| Income before income taxes and equity loss | | | | | | | | | | | | | | | [removed: 2,151] [added: 919] | | | | | | [removed: 1,337] [added: 2,151] | | | | | | [removed: 990] [added: 1,337] | | |

| Income tax (expense) benefit | | | | | | | | | | | | | | | [removed: (223)] [added: (700)] | | | | | | [removed: 1,928] [added: (223)] | | | | | | [removed: (121)] [added: 1,928] | | |

| Income before equity loss | | | | | | | | | | | | | | | [removed: 1,928] [added: 219] | | | | | | [removed: 3,265] [added: 1,928] | | | | | | [removed: 869] [added: 3,265] | | |

| Equity loss, net of tax | | | | | | | | | | | | | | | [removed: (118)] [added: (38)] | | | | | | [removed: (299)] [added: (118)] | | | | | | [removed: (279)] [added: (299)] | | |

| Net income | | | | | | | | | | | | | | | [removed: 1,810] [added: 181] | | | | | | [removed: 2,966] [added: 1,810] | | | | | | [removed: 590] [added: 2,966] | | |

| Net [removed: income] (loss) [added: income] attributable to noncontrolling interest | | | [added: (3)] | | | | | | | | | [added: —] | | | [removed: 24] | | | [added: —] | | | [removed: 28] | | | | | | [removed: (3)] | | | [added: | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 19 | | |]

| Net loss attributable to redeemable noncontrolling interest | | | | | | | | | | | | | | | [removed: (1)] [added: (3)] | | | | | | [removed: —] [added: (1)] | | | | | | [removed: (1)] [added: —] | | |

| Net income attributable to Aptiv | | | | | | | | | | | | | | | [removed: 1,787] [added: 165] | | | | | | [removed: 2,938] [added: 1,787] | | | | | | [removed: 594] [added: 2,938] | | |

| Mandatory convertible preferred share dividends (Note 15) | | | | | | | | | | | | | | | — | | | | | | [removed: (29)] [added: —] | | | | | | [removed: (63)] [added: (29)] | | |

| Net income attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 1,787] [added: 165] | | | | | $ | [removed: 2,909] [added: 1,787] | | | | | $ | [removed: 531] [added: 2,909] | |

| Basic net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 6.97] [added: 0.75] | | | | | $ | [removed: 10.50] [added: 6.97] | | | | | $ | [removed: 1.96] [added: 10.50] | |

| Weighted average number of basic shares outstanding | | | | | | | | | | | | | | | [removed: 256.38] [added: 220.00] | | | | | | [removed: 276.92] [added: 256.38] | | | | | | [removed: 270.90] [added: 276.92] | | |

| Diluted net income per share attributable to ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 6.96] [added: 0.75] | | | | | $ | [removed: 10.39] [added: 6.96] | | | | | $ | [removed: 1.96] [added: 10.39] | |

| Weighted average number of diluted shares outstanding | | | | | | | | | | | | | | | [removed: 256.66] [added: 220.75] | | | | | | [removed: 282.88] [added: 256.66] | | | | | | [removed: 271.18] [added: 282.88] | | |

| | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | | | | | | | | | | | | | | | | $ | [removed: 1,810] [added: 181] | | | | | $ | [removed: 2,966] [added: 1,810] | | | | | $ | [removed: 590] [added: 2,966] | |

| Other comprehensive [removed: (loss) income:] [added: income (loss):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Currency translation adjustments | | | | | | | | | | | | | | | | | | [removed: (282)] [added: 310] | | | | | | [removed: 30] [added: (282)] | | | | | | [removed: (198)] [added: 30] | | |

February 6, 2026

February 6, 2026

| Goodwill impairment (Note 7) | | | | | | | | | | | | | | | 648 | | | | | | — | | | | | | — | | |

| Goodwill impairment | | | 648 | | | | | | — | | | | | | — | | |

| Inventories | | | (241) | | | | | | 45 | | | | | | (20) | | |

| Proceeds from asset sale | | | 4 | | | | | | — | | | | | | — | | |

| Fees related to modification of debt agreements | | | (5) | | | | | | — | | | | | | — | | |

| 2025 | | | | | | | | | | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2025 | | | $ | 92 | | | | | | | | 235 | | | | | | $ | 2 | | | | | | | | | | | | | | | | | $ | 2,966 | | | | | $ | 7,002 | | | | | $ | (1,174) | | | | | $ | 8,796 | | | | | $ | 197 | | | | | $ | 8,993 | |

| Other comprehensive income | | | 13 | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 533 | | | | | | 533 | | | | | | 2 | | | | | | 535 | | |

| Repurchase of ordinary shares | | | — | | | | | | | | | (23) | | | | | | — | | | | | | | | | | | | | | | | | | (210) | | | | | | (940) | | | | | | — | | | | | | (1,150) | | | | | | — | | | | | | (1,150) | | |

| Balance at December 31, 2025 | | | $ | 102 | | | | | | | | 213 | | | | | | $ | 2 | | | | | | | | | | | | | | | | | $ | 3,619 | | | | | $ | 6,227 | | | | | $ | (641) | | | | | $ | 9,207 | | | | | $ | 190 | | | | | $ | 9,397 | |

| Forward contracts for share repurchases | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | (750) | | | | | | — | | | | | | — | | | | | | (750) | | | | | | — | | | | | | (750) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our technologies reach from sensor to cloud, including the hardware and software necessary to support automotive and other industries on a global basis.

On January 22, 2025, we announced our intention to pursue a separation of its Electrical Distribution Systems business into a new, independent publicly traded company, through a transaction expected to be treated as a tax-free spin-off to its shareholders (the “Separation”).

The new publicly traded Electrical Distributions Systems spin-off company will be named Versigent, and will trade on the NYSE under the symbol “VGNT” following the distribution date.

Separation of Electrical Distribution Systems for additional detail.

Prior period amounts have been adjusted retrospectively to reflect the change in reportable operating segments, consistent with the current year presentation, throughout the consolidated financial statements and the accompanying notes to the consolidated financial statements.

Commencing with the first Quarterly Report on Form 10-Q of 2026, Aptiv will rename its Advanced Safety and User Experience segment to Intelligent Systems, and will rename its Engineered Components Group segment to Engineered Components.

There is no impact to the composition of either segment.

and risk of loss pass to the customer and is based on the applicable customer shipping terms.

operating cash flows.

million, respectively, included within property, net in the consolidated balance sheets.

Goodwill impairment—We review goodwill for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

As described in Note 1.

General, in the first quarter of 2025 Aptiv realigned its business into three reportable operating segments: Advanced Safety and User Experience, Engineered Components Group and Electrical Distribution Systems.

Concurrent with the change in reportable operating segments, the Company reassigned goodwill to the updated reporting units using a relative fair value approach.

Aptiv tested goodwill related to the impacted reporting units immediately before and after the reassignment and concluded no goodwill impairments existed.

The Company assessed changes in circumstances that occurred during the third quarter of 2025 related to increased discount rates and a reduction in forecasted cash flows, which led the Company to conclude that, when considering the events and factors in totality, it was more likely than not that the estimated fair value of its Wind River reporting unit within the Advanced Safety and User Experience segment would be below its carrying value at September 30, 2025.

Accordingly, we performed an interim quantitative assessment for goodwill impairment.

The modifications to forecasted reporting unit cash flows were attributable to the impacts resulting from market and industry delays in the broader adoption of software-defined vehicles.

For example, certain of our OEM customers have recently announced delays in their software-defined vehicle investment strategies amidst reduced expectations for consumer demand for these products.

Additionally, the Company is making incremental investments to further develop and grow the aerospace & defense and telecommunications businesses and product offerings for the reporting unit.

The estimated fair value of this reporting unit was primarily determined using discounted cash flow projections.

Forecasts of future cash flows are based on management’s best estimates.

The discount rate was determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

February 7, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other charges related to Ukraine/Russia conflict | | | — | | | | | | — | | | | | | 54 | | |

| Inventories | | | 45 | | | | | | (20) | | | | | | (258) | | |

| Reconciliation of cash, cash equivalents and restricted cash and cash classified as assets held for sale: | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and restricted cash | | | $ | 1,574 | | | | | $ | 1,640 | | | | | $ | 1,531 | |

| Cash classified as assets held for sale | | | — | | | | | | — | | | | | | 24 | | |

| Total cash, cash equivalents and restricted cash | | | $ | 1,574 | | | | | $ | 1,640 | | | | | $ | 1,555 | |

| Balance at January 1, 2022 | | | $ | — | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,939 | | | | | $ | 5,077 | | | | | $ | (672) | | | | | $ | 8,347 | | | | | $ | 214 | | | | | $ | 8,561 | |

| Other comprehensive loss | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (119) | | | | | | (119) | | | | | | — | | | | | | (119) | | |

| Mandatory convertible preferred share cumulative dividends | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | | | | | — | | | | | | (63) | | |

| Acquired redeemable noncontrolling interest (Note 20) | | | 95 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance at December 31, 2022 | | | $ | 96 | | | | | | | | 271 | | | | | | $ | 3 | | | | | 12 | | | | | | $ | — | | | | | $ | 3,989 | | | | | $ | 5,608 | | | | | $ | (791) | | | | | $ | 8,809 | | | | | $ | 189 | | | | | $ | 8,998 | |

We design and manufacture vehicle components and provide electrical, electronic and active safety technology to the global automotive and commercial vehicle markets, creating the software and hardware foundation for vehicle features and functionality.

Acquisitions and Divestitures for further information regarding this acquisition and the redeemable noncontrolling interest.

contract’s transaction price to each performance obligation based on the estimated relative standalone selling price of each distinct performance obligation in the contract.

Short-term investments—Short-term investments are comprised of term deposits with original maturities greater than three months, for which book value approximates fair value.

Assets and liabilities held for sale—The Company considers assets to be held for sale when management, having the appropriate authority, approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year and it is unlikely that significant changes will be made to the plan.

Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less cost to sell, and ceases to record depreciation expense on the assets.

Assets and liabilities of a discontinued operation are reclassified as held for sale for all comparative periods presented in the consolidated balance sheets.

For assets that meet the held for sale criteria but do not meet the definition of a discontinued operation, the Company reclassifies the assets and liabilities in the period in which the held for sale criteria are met, but does not reclassify prior period amounts.

of the reporting unit.

The fair value of the reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue and discount rate.

Goodwill impairment—The Company performs an annual goodwill impairment assessment in the fourth quarter.

The Company performed a quantitative goodwill impairment test for its Wind River reporting unit within the Advanced Safety and User Experience segment, which has goodwill of $2,279 million, and determined its fair value to be in excess of its carrying value by less than 1%.

Fair Value of Financial Instruments for additional information.

performance goals.

Recently adopted accounting pronouncements—Aptiv adopted Accounting Standards Update (“ASU”) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,* in the fourth quarter of 2024.

The amendments in this update require public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and which are included within each reported measure of segment profit or loss as well as disclosure of other segment items and a description of their composition.

The amendments also require public entities to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The Company made the investment in TTTech Auto utilizing cash on hand.

The shareholders of TTTech Auto entered into an agreement for the sale of 100% of TTTech Auto to an unrelated third party.

Upon completion of the sale, Aptiv will no longer hold an equity interest in TTTech Auto.

The sale is anticipated to occur in 2025 and is subject to regulatory approvals and customary closing conditions.

| Valens Semiconductor Ltd. | | | | | | Signal and Power Solutions | | | | | | | | | | | | | | | 6 | | | | | | 5 | | |

In July 2024, the Company’s Advanced Safety and User Experience segment made an investment of approximately 33 billion Korean Won (“KRW”) (approximately $24 million, using foreign currency rates on the investment date) in convertible redeemable preferred shares of StradVision, Inc. (“StradVision”), a provider of deep learning-based camera perception software for automotive applications.

As of December 31, 2024, the Company’s investment in StradVision was recorded at $106 million.

As of December 31, 2024, none of the Company’s equity securities were subject to contractual sales restrictions prohibiting the sale of securities.

Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework (2013).” Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered Public Accounting Firm under the section headed Financial Statements and Supplementary Data for the year ended December 31, [removed: 2024.][added: 2025.]

There were no material changes in the Company’s internal control over financial reporting, identified in connection with management’s evaluation of internal control over financial reporting, that occurred during the quarter and year ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers and directors during the fourth quarter of [removed: 2024,] [added: 2025,] each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans.

| [removed: Benjamin Lyon] [added: Allan J. Brazier] *Senior Vice President and Chief [removed: Technology] [added: Accounting] Officer* | | | | | | Adoption | | | | | | [removed: 12/5/2024] [added: 11/5/2025] | | | | | | [removed: 3/21/2025] [added: 5/15/2026] | | | | | | Sale of up to [removed: 14,568] [added: 10,229] ordinary shares | | |

During the fourth quarter of [removed: 2024,] [added: 2025,] no executive officer or director of the Company adopted, modified or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

The information called for by Item 10, as to the audit committee and the audit committee financial expert, is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company’s [removed: 2025] [added: 2026] Annual General Meeting of Shareholders (the “Proxy Statement”) under the headings “Board Practices” and “Board Committees.” The information called for by Item 10, as to executive officers, is set forth under Executive Officers of the Registrant in the Supplementary Item in Part I of this Annual Report on Form 10-K.

The information called for by Item 12, as to security ownership of certain beneficial owners, directors and management, is incorporated by reference to the Company’s Proxy Statement under the headings [removed: “Security Ownership] [added: “Ownership] of Certain Beneficial Owners” and “Security Ownership of Management.”

Information as of December 31, [removed: 2024] [added: 2025] about the Company’s ordinary shares that may be issued under all of its equity compensation plans is set forth in Part II Item 5 of this Annual Report on Form 10-K.

| — Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [65](#i741f9b039e714b09860dba755b700b9e_85)] [added: [68](#i298200ec8a244b1889bf5d9b64480011_82)] | | |

| — Consolidated Statements of Operations for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [69](#i741f9b039e714b09860dba755b700b9e_94)] [added: [72](#i298200ec8a244b1889bf5d9b64480011_91)] | | |

| — Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [70](#i741f9b039e714b09860dba755b700b9e_97)] [added: [73](#i298200ec8a244b1889bf5d9b64480011_94)] | | |

| — Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [71](#i741f9b039e714b09860dba755b700b9e_100)] [added: [74](#i298200ec8a244b1889bf5d9b64480011_97)] | | |

| — Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [72](#i741f9b039e714b09860dba755b700b9e_106)] [added: [75](#i298200ec8a244b1889bf5d9b64480011_103)] | | |

| — Consolidated Statements of Redeemable Noncontrolling Interest and Shareholders’ Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [74](#i741f9b039e714b09860dba755b700b9e_109)] [added: [77](#i298200ec8a244b1889bf5d9b64480011_106)] | | |

| — Notes to Consolidated Financial Statements | | | [removed: [76](#i741f9b039e714b09860dba755b700b9e_112)] [added: [79](#i298200ec8a244b1889bf5d9b64480011_109)] | | |

| Allowance for doubtful accounts | | | $ | 37 | | | | | $ | [removed: 27] [added: 13] | | | | | $ | [removed: (12)] [added: (10)] | | | | | $ | [removed: —] [added: 5] | | | | | $ | [removed: 52] [added: 45] | |

| 4.19 | | | * | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex419.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex419.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.9] [added: 10.22] | | | + | | | [Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, effective [removed: 2023](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000052/aptvq22023ex101.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex106.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.6] | | | | | | [removed: August 3, 2023] [added: October 31, 2024] | | | | | | | | |

| [removed: 10.10] [added: 10.9] | | | + | | | [Letter Agreement, dated October 29, 2012, between the Company and Kevin P. Clark](https://www.sec.gov/Archives/edgar/data/1521332/000152133212000042/dlphq32012ex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | November 1, 2012 | | | | | | | | |

| [removed: 10.11] [added: 10.10] | | | + | | | [Aptiv PLC Long-Term Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1521332/000119312515083150/d874354ddef14a.htm#notice874354_63) | | | | | | DEF 14A | | | | | | Appendix B | | | | | | March 9, 2015 | | | | | | | | |

| [removed: 10.12] [added: 10.11] | | | + | | | [Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2021)](https://www.sec.gov/Archives/edgar/data/1521332/000152133221000043/aptvq22021ex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | August 5, 2021 | | | | | | | | |

| [removed: 10.13] [added: 10.12] | | | + | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | May 5, 2022 | | | | | | | | |

| [removed: 10.14] [added: 10.13] | | | + | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | May 5, 2022 | | | | | | | | |

| [removed: 10.15] [added: 10.14] | | | + | | | [Aptiv PLC 2024 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1521332/000119312524064797/d743164ddef14a.htm#toc743164_84) | | | | | | DEF 14A | | | | | | Appendix B | | | | | | March 11, 2024 | | | | | | | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated August 1, 2024 by and between Aptiv PLC and Goldman Sachs International](https://www.sec.gov/Archives/edgar/data/1521332/000119312524192916/d874968dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | August 2, 2024 | | | | | | | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated August 1, 2024 by and between Aptiv PLC and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1521332/000119312524192916/d874968dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | August 2, 2024 | | | | | | | | |

| [removed: 10.18] [added: 10.17] | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated December 17, 2024 by and between New Aptiv and Goldman Sachs International](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | December 18, 2024 | | | | | | | | |

| [removed: 10.19] [added: 10.18] | | | | | | [Master Confirmation - Accelerated Stock Repurchase Transaction(s) dated December 17, 2024 by and between New Aptiv and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1521332/000119312524280796/d900224dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | December 18, 2024 | | | | | | | | |

| [removed: 10.20] [added: 10.19] | | | | | | [Term Credit Agreement dated August 19, 2024, by and among Aptiv PLC and certain of its subsidiaries, JPMorgan Chase Bank N.A., as Administrative Agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1521332/000119312524203660/d841819dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | August 20, 2024 | | | | | | | | |

| [removed: 10.21] [added: 10.20] | | | + | | | [Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, effective 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | October 31, 2024 | | | | | | | | |

| [removed: 10.22] [added: 10.21] | | | + | | | [Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, effective 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | October 31, 2024 | | | | | | | | |

| [removed: 10.23] [added: 10.28] | | | + | | | [Form of [removed: Non-Employee Director] [added: Officer Performance-Based] RSU Award [removed: Agreement] pursuant to [added: the] Aptiv PLC [removed: Long Term] [added: Long-Term] Incentive Plan, effective [removed: 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000073/aptvq32024ex106.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000027/aptvq12025ex104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.4] | | | | | | [removed: October 31, 2024] [added: May 1, 2025] | | | | | | | | |

| [removed: 10.24] [added: 10.23] | | | + | | | [Offer letter for Katherine H. Ramundo, dated December 12, 2020](https://www.sec.gov/Archives/edgar/data/1521332/000152133222000027/aptvq12022ex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | May 5, 2022 | | | | | | | | |

| [removed: 10.25] [added: 10.24] | | | + | | | [Offer letter for [removed: Benjamin Lyon,] [added: Obed D. Louissaint,] dated [removed: November 21, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133223000040/aptvq12023ex102.htm)] [added: October 20, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000038/aptvq12024ex102.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | May [removed: 4, 2023] [added: 2, 2024] | | | | | | | | |

| 10.26 | | | + | | | [Offer letter for [removed: Obed D. Louissaint,] [added: Varun Laroyia,] dated [removed: October 20, 2022](https://www.sec.gov/Archives/edgar/data/1521332/000152133224000038/aptvq12024ex102.htm)] [added: November 1, 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000027/aptvq12025ex102.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | May [removed: 2, 2024] [added: 1, 2025] | | | | | | | | |

| 19 | | | * | | | [Insider Trading Policies and [removed: Procedures](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex19.htm)] [added: Procedures](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex19.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 21.1 | | | * | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 22 | | | * | | | [List of Guarantor [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptvq42024ex22.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptvq42025ex22.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | * | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | * | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | * | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | * | | | [Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2 | | | * | | | [Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000010/aptv2024ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1521332/000152133226000009/aptv2025ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dated: February [removed: 7, 2025][added: 6, 2026]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February [removed: 7, 2025,] [added: 6, 2026,] by the following persons on behalf of the registrant and in the capacities indicated:

| /s/ Kevin P. Clark | | | | | | [removed: Chairman] [added: Chair] and Chief Executive Officer (Principal Executive Officer) | | |

| /s/ Allan J. Brazier | | | | | | [added: Senior] Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |

| December 31, 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 1,704 | | | | | $ | 1,422 | | | | | $ | (106) | | | | | $ | 45 | | | | | $ | 3,065 | |

| 10.25 | | | + | | | [Offer letter for Javed Khan, dated June 26, 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000027/aptvq12025ex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | May 1, 2025 | | | | | | | | |

| 10.27 | | | + | | | [Offer letter for Joseph T. Liotine, dated April 5, 2024](https://www.sec.gov/Archives/edgar/data/1521332/000152133225000027/aptvq12025ex103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | May 1, 2025 | | | | | | | | |

| 10.29 | | | | | | [Amended and Restated Credit Agreement, dated as of March 31, 2025, among Aptiv PLC, Aptiv Corporation, Aptiv Global Financing Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1521332/000119312525068735/d906308dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | March 31, 2025 | | | | | | | | |

| /s/ Håkan Agnevall | | | | | | Director | | |

| Håkan Agnevall | | | | | | | | |

| | | | | | | | | |

| December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance (a) | | | $ | 766 | | | | | $ | 57 | | | | | $ | (83) | | | | | $ | 16 | | | | | $ | 756 | |