Item 1A. RISK FACTORS

Other than as described in the Company's Form 10-Q for the quarter ended March 31, 2025, there have been no material changes to the risk factors described in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A summary of our ordinary shares repurchased during the three months ended June 30, 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)
April 1, 2025 to April 30, 2025
Final settlement of ASR (4)	6,075,290			6,075,290
Other shares repurchased	—	$	—	—	$	2,515
May 1, 2025 to May 31, 2025	—	$	—	—	$	2,515
June 1, 2025 to June 30, 2025	—	$	—	—	$	2,515
Total	6,075,290	$	—	6,075,290


(1)			The total number of shares purchased under the plans authorized by the Board of Directors are described below.
(2)			Excluding commissions.
(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 billion. The timing of repurchases is dependent on price, market conditions and applicable regulatory requirements.
(4)			In August 2024, 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”), and received initial deliveries of approximately 30.8 million ordinary shares in aggregate, with a value of $2.25 billion, which were retired immediately. During the six months ended June 30, 2025, upon final settlement under the ASR Agreements, Aptiv received incremental deliveries of approximately 17.7 million ordinary shares, which were retired immediately. Under the ASR Agreements, the Company received total deliveries of approximately 48.5 million ordinary shares at an average price of $61.84 per share, based on the average daily volume-weighted average price of our ordinary shares on specified dates during the terms of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

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