TE Connectivity (TEL) 10-K risk factor changes: FY2025 vs FY2024

| For the fiscal year ended September [removed: 27, 2024] [added: 26, 2025] | |

[removed: ][added: ]

| Parkmore Business Park West, [removed: Parkmore, H91VN2T Ballybrit,] [added: Parkmore, Ballybrit,] Galway, [added: H91VN2T,] Ireland (Address and postal code of principal executive offices) | | |

| [removed: 0.00%] [added: 2.50%] Senior Notes due [removed: 2025*] [added: 2028*] | ​ | [removed: TEL/25] [added: TEL/28] | ​ | New York Stock Exchange |

The aggregate market value of the [removed: common] [added: registrant’s ordinary] shares [removed: of TE Connectivity Ltd., the predecessor of the registrant,] held by non-affiliates was [removed: $44.5] [added: $42.2] billion as of March [removed: 29, 2024,] [added: 28, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of ordinary shares outstanding as of November [removed: 7, 2024] [added: 6, 2025] was [removed: 299,162,134.][added: 294,189,246.]

Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s [removed: 2025] [added: 2026] annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

| [Item 1A.](#ITEM1ARISKFACTORS_703633) | [Risk Factors](#ITEM1ARISKFACTORS_703633) | [removed: 8] [added: 7] |

| [Item 2.](#ITEM2PROPERTIES_247356) | [Properties](#ITEM2PROPERTIES_247356) | [removed: 23] [added: 22] |

| [Item 9.](#Item_9_Changes_In) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item_9_Changes_In) | [removed: 45] [added: 44] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES) | [removed: 45] [added: 44] |

| [Item 9C.](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [removed: 45] [added: 46] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 46] [added: 47] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_954834) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_954834) | [removed: 46] [added: 47] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 46] [added: 47] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 47] [added: 48] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal Accountant Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 47] [added: 48] |

| [Item 15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 48] [added: 49] |

| [Item 16.](#Item_16_Form_10K_Summary) | [Form 10-K Summary](#Item_16_Form_10K_Summary) | [removed: 52] [added: 54] |

| [Signatures](#SIGNATURES) | | [removed: 53] [added: 55] |

| [Index to Consolidated Financial Statements](#INDEXTOCONSOLIDATEDFINANCIALSTATEMENTS_2) | | [removed: 55] [added: 57] |

_© [removed: 2024] [added: 2025] TE Connectivity plc.

[removed: Our] [added: As a trusted innovation partner, our] broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, [removed: renewable energy,] [added: energy networks,] automated factories, data [removed: centers, medical technology,] [added: centers enabling artificial intelligence,] and more.

[removed: In] [added: During] fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland.

In connection with the change, [removed: we] [added: TE Connectivity Ltd., our former parent entity,] entered into a merger agreement with [removed: our wholly-owned subsidiary,] TE Connectivity plc, [added: its then wholly-owned subsidiary and] a public limited company incorporated under Irish law.

Under the merger agreement, [removed: we were] [added: TE Connectivity Ltd.] merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

We [added: have not had and] do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

See [removed: Notes 1 and 21] [added: Note 4] to the Consolidated Financial Statements for additional information regarding the [removed: change in place of incorporation.][added: acquisition.]

Fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] ended on September [added: 26, 2025, September] 27, 2024, [added: and] September 29, 2023, [removed: and September 30, 2022,] respectively.

Fiscal [removed: 2024] [added: 2025, 2024,] and 2023 were each 52 weeks in length.

For fiscal years in which there are 53 weeks, the fourth fiscal quarter includes 14 [removed: weeks.][added: weeks, with the next occurrence taking place in fiscal 2028.]

[removed: During fiscal 2024, we operated] [added: We now operate] through [removed: three] [added: two] reportable segments: Transportation [removed: Solutions, Industrial Solutions,] [added: Solutions] and [removed: Communications] [added: Industrial] Solutions.

We believe our [removed: three] [added: two] segments served a combined market of approximately [removed: $190] [added: $200] billion as of fiscal year end [removed: 2024.][added: 2025.]

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

| Transportation Solutions | | [removed: 60] [added: 54] | % | ​ | 60 | % | ​ | [removed: 56] [added: 60] | % | ​ |

| Industrial Solutions | | [removed: 28] [added: 46] | | ​ | [removed: 28] [added: 40] | | ​ | [removed: 28] [added: 40] | ​ | ​ |

The primary products sold by the Transportation Solutions segment include terminals and connector systems and components, sensors, [added: heat shrink tubing,] relays, [removed: antennas,] and application tooling.

The primary products sold by the Industrial Solutions segment include terminals and connector systems and components, interventional medical components, [removed: relays,] heat shrink tubing, [removed: and] [added: relays,] wire and [removed: cable.][added: cable, and filters.]

| | ● | [removed: _Industrial equipment (30%] [added: _Automation and connected living (27%] of segment’s net sales)—_Our products are used in factory and warehouse automation and process control systems such as industrial controls, robotics, human machine interface, industrial communication, and power distribution. Our building automation and smart city infrastructure products are used to connect lighting and offer solutions in HVAC, elevators/escalators, and security. Our rail products are used in high-speed trains, metros, light rail vehicles, locomotives, and signaling switching equipment. [added: Additionally, we provide both standard products and custom-designed solutions to meet the daily demands of home appliances, including washers, dryers, refrigerators, air conditioners, dishwashers, cooking appliances, water heaters, air purifiers, floor care devices, and microwaves.] |

| | ● | _Aerospace, defense, and marine [removed: (30%] [added: (19%] of segment’s net sales)—_We design, develop, and manufacture a comprehensive portfolio of critical electronic components and systems for the harsh operating conditions of the commercial aerospace, defense, and marine industries. Our products and systems are designed and manufactured to operate effectively in harsh conditions ranging from the depths of the ocean to the far reaches of space. |

| 3.25% Senior Notes due 2033* | ​ | TEL/33 | ​ | New York Stock Exchange |

The merger was completed on September 30, 2024, thereby changing our jurisdiction of incorporation from Switzerland to Ireland.

We acquired Richard Manufacturing Co. (“Richards Manufacturing”) in fiscal 2025.

Prior period segment results have been recast to conform to the new segment structure.

| ​ | | 2025 | | | 2024 | | |

| Transportation Solutions | ​ | $ | 2,278 | ​ | $ | 2,478 | ​ |

| Industrial Solutions | ​ | | 3,910 | ​ | | 3,561 | ​ |

Inclusion

Our ERGs welcome any employee interested in supporting their mission and participation is optional.

Employee Engagement

Our annual employee engagement survey explores how employees feel about their experience at our company and enables us to develop tailored actions to enhance the working environment.

Focused on measuring engagement, inclusion, well-being, and leadership effectiveness, this fully digital, enterprise-wide survey is available to all employees in 22 languages.

Training and Development

We are focused on recruiting top candidates, developing employees at all levels, and providing opportunities for career advancement.

Also, our

Health, Safety, and Well-being

Our approach goes beyond compliance.

We strive to create an environment where everyone feels safe, respected, and supported, while providing the tools and resources needed to balance work and personal lives and take ownership of their well-being.

Our environmental, health, and safety teams continuously seek ways to raise the standards of safety, health, well-being, and human rights across our organization.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

Under recently enacted legislation, the current attribution rules cease to apply for tax years of foreign corporations beginning after December 31, 2025, and, as a result, based on our current ownership structure, our non-U.S. subsidiaries will not be treated as CFCs as of our tax year beginning September 26, 2026.

During fiscal 2025, approximately 13% of our net sales were to customers in the digital data networks end market, approximately 12% of our net sales were to customers in the automation and connected living end market, and approximately 9% of our net sales were to customers in the aerospace, defense, and marine end market.

Demand in the digital data networks market can fluctuate significantly, depending on the underlying demand in the networking, data center, and wireless infrastructure industries.

The overall market trends of increased data connectivity and continued movement to artificial intelligence (“AI”) and cloud applications have had a favorable impact on demand.

The aerospace and defense industry has undergone significant fluctuations in demand as a result of economic and political conditions.

Our overall competitive position depends on various factors including the price,

Meeting evolving industry requirements, including the increasing use of AI and machine learning technologies (including the need to run complex AI-based applications on devices), and introducing new products to the market in a timely manner and at prices that are acceptable to our customers are important factors in determining our competitiveness and success.

In the normal course of business, we rely on information

notes.

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

Item 1A.

During fiscal 2024, we were organized under the laws of Switzerland and the rights of holders of our shares were governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

Fiscal 2022 was 53 weeks in length.

| Communications Solutions | | 12 | | ​ | 12 | | ​ | 16 | ​ | ​ |

Communications Solutions

The Communications Solutions segment is a leading supplier of electronic components for the data and devices and the appliances markets.

The primary products sold by the Communications Solutions segment include terminals and connector systems and components, antennas, and heat shrink tubing.

The Communications Solutions segment’s products are used in the following end markets:

| | · | _Appliances (35% of segment’s net sales)—_We provide solutions to meet the daily demands of home appliances. Our products are used in many household appliances, including washers, dryers, refrigerators, air conditioners, dishwashers, cooking appliances, water heaters, air purifiers, floor care devices, and microwaves. Our expansive range of standard products is supplemented by an array of custom-designed solutions. |

The Communications Solutions segment’s major competitors include Amphenol, Molex, JST, and Korea Electric Terminal (KET).

New Segment Structure Effective for Fiscal 2025

In this Annual Report, results for fiscal 2024 and prior periods are reported on the basis under which we managed our business in fiscal 2024 and do not reflect the fiscal 2025 segment reorganization.

| Transportation Solutions | ​ | $ | 2,543 | ​ | $ | 2,981 | ​ |

| Industrial Solutions | ​ | | 2,518 | ​ | | 2,448 | ​ |

| Communications Solutions | ​ | | 978 | ​ | | 617 | ​ |

We embrace diversity and inclusion.

A truly innovative workforce needs to be diverse and leverage the skills and perspectives of a wealth of backgrounds and experiences.

Additionally, during fiscal 2024, we achieved our fiscal 2026 goal of having at least 30% of leadership roles filled by women.

Our ERGs have over 10,500 members worldwide.

During fiscal 2024, we conducted our fifth annual employee engagement survey, which was a fully digital, enterprise-wide survey available in 21 languages and focused on measuring engagement, inclusion, wellbeing, and leadership effectiveness.

By fiscal 2025, we aspire to be in the top tier of this benchmark on engagement and inclusion.

We are focused on both the recruitment of diverse candidates and the development of our diverse employees to provide the opportunity to advance their careers and move into leadership positions within the company.

We continuously evaluate opportunities to raise safety and health standards through our environmental, health, and safety teams.

See Note 12 to the Consolidated Financial Statements for additional information regarding trade compliance matters.

Also, see “Part I.

Risk Factors” for discussion of the risks and uncertainties associated with trade regulations.

| ​ | ​ | ​ | ​ | ​ | ​ |

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

The majority of our GHG emissions are from the goods and services we use in our operations.

During fiscal 2024, approximately 9% of our net sales were to customers in both the commercial transportation and the industrial equipment end markets.

The commercial transportation industry is impacted by the economic environment and market conditions in the heavy truck, construction, agriculture, and recreational vehicle markets.

to compete successfully against existing or new competitors.

defense industries.

none of these attacks and threats have had a material impact on our business or operations.

plaintiffs to recover treble damages.

In this regard, we have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”).

We have also been contacted by the U.S. Department of Justice concerning certain aspects of the BIS matters.

During the fourth quarter of fiscal 2024, we concluded our open matters with BIS, with our settlement including the payment of a penalty of approximately $6 million.

The cybersecurity risk management process is managed centrally and is led by our [removed: global chief information security officer][added: Chief Information Security Officer (“CISO”) who reports to our Chief Information Officer.]

| | ● | our cybersecurity program maturity is benchmarked annually against [added: global] industry standards and norms. The result serves as a guide to identifying evolving risks, prioritizing improvements, and enhancing the program; |

| | ● | cybersecurity threats are evaluated throughout the year by our around-the-clock security operations center, utilizing a variety of third-party subscription and threat intelligence data [removed: sources] [added: sources,] and data collected via internal monitoring and scanning processes; |

| | ● | security and risk metrics are reviewed monthly and reported to leadership [removed: quarterly;] [added: regularly;] |

| | ● | a cybersecurity incident response [removed: charter and plan,] [added: plan] and [removed: playbooks] [added: governance charter] are maintained by the cybersecurity incident response team. The [added: cybersecurity incident response] plan and [added: supporting] playbooks are utilized during table-top exercises and trainings. Participants may include information technology, business, corporate function, and external resources depending on the table-top scenario; and |

However, the sophistication of [removed: cyber] [added: cybersecurity] threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of [removed: cyber] [added: cybersecurity] incidents and protect our systems and information may not successfully protect against future [removed: cyber] [added: cybersecurity] incidents, which could materially affect our business strategy, results of operations, or financial condition.

Our CISO has over 20 years of experience in information security leadership roles and over [removed: 8] [added: 9] years as our CISO.

[removed: Nearly half] [added: Also, certain members] of our board of directors have completed cybersecurity program [removed: trainings] [added: trainings,] or have [removed: cybersecurity and information security] [added: relevant] industry experience.

Cybersecurity incidents are evaluated by a cross-functional [removed: management] team based on defined [removed: quantitative and qualitative] criteria and [added: regularly] communicated to [removed: leadership.][added: leadership pursuant to criteria set forth in our incident response plan and related processes.]

We have [added: engaged] cybersecurity and information technology third-party consultants to assist in [removed: performing forensic] [added: cybersecurity incident response including forensics] and technical [removed: analyses and advising leadership as needed.][added: analysis.]

Additionally, the full board of directors receives updates on [removed: our] cybersecurity [removed: program] [added: risks] twice a year as part of the enterprise risk management meetings.

As of fiscal year end [removed: 2024,] [added: 2025,] we owned approximately 17 million square feet and leased approximately [removed: 10] [added: 11] million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space.

Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and [removed: assembly.]

As of fiscal year end [removed: 2024,] [added: 2025,] our principal centers of manufacturing output by segment and geographic region were as follows:

| ​ | | Transportation | | Industrial | | [removed: Communications | |] ​ | |

| ​ | ​ | Solutions | ​ | Solutions | ​ | [removed: Solutions | ​ |] Total | |

| ​ | | (number of manufacturing facilities) | | | | | [removed: | |] ​ |

| EMEA | | 20 | | 18 | | [removed: 1 | | 39] [added: 38] | ​ |

| Asia–Pacific | | 10 | | [removed: 9 | | 8] [added: 16] | | [removed: 27] [added: 26] | ​ |

| Americas | | [removed: 7 | | 25] [added: 9] | | [removed: 2] [added: 32] | | [removed: 34] [added: 41] | ​ |

In the normal course of business, we are subject to various legal proceedings and claims, including product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, [added: trade compliance matters,] and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax.

He holds many industry certifications, including Certified Information Systems Security Professional (“CISSP”), and is an active member in professional organizations.

Our principal executive office is located in Galway, Ireland.

assembly.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| | | | | | | | |

| Total | | 39 | | 66 | | 105 | ​ |

Environmental Matters

Item 103 of Regulation S-K requires the disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that we reasonably believe will exceed a specified threshold.

In accordance with the SEC guidance on this item, we have chosen a reporting threshold for such proceedings of $1 million.

Applying this threshold, there are no environmental matters to disclose.

(“CISO”) who reports to our global chief information officer.

During fiscal 2024, our principal executive office was located in Schaffhausen, Switzerland.

In connection with our change in place of incorporation, Galway, Ireland became the new location of our principal executive office in fiscal 2025.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| | | | | | | | | | |

| Total | | 37 | | 52 | | 11 | | 100 | ​ |

Our [added: ordinary] shares are listed and traded on the [removed: NYSE] [added: New York Stock Exchange (“NYSE”)] under the symbol “TEL.” As of November [removed: 8, 2024,] [added: 5, 2025,] there were [removed: 15,324] [added: 15,032] shareholders of [removed: record.][added: record of our ordinary shares.]

The following graph compares the cumulative total shareholder return on our [added: ordinary] shares against the cumulative return on the S&P 500 Index and the Dow Jones U.S. Electrical Components & Equipment Index.

The graph assumes the investment of $100 in our [added: ordinary] shares and in each index at fiscal year end [removed: 2019] [added: 2020] and assumes the reinvestment of all dividends and distributions.

[removed: ][added: ]

| ​ | | [removed: 2019(1) | | | 2020] [added: 2020(1)] | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

| Dow Jones U.S. Electrical Components & Equipment Index | ​ | | 100.00 | ​ | | [removed: 104.82] [added: 145.18] | ​ | | [removed: 152.18] [added: 120.37] | ​ | [added: ​] | [removed: 126.17] [added: 152.54] | ​ | ​ | [removed: 159.89] [added: 208.32] | ​ | ​ | [removed: 218.36] [added: 288.00] | ​ |

| (1) | $100 invested on September [removed: 27, 2019] [added: 25, 2020] in our [removed: common] [added: ordinary] shares and in indexes. Indexes calculated on month-end basis. |

[removed: As a result of] [added: Following] our change in place of incorporation, [removed: beginning in our third quarter of fiscal 2025, future] dividends on our ordinary shares, if any, [removed: will] [added: may] be declared on a quarterly basis by our board of [removed: directors] [added: directors,] as provided by Irish law.

In exercising [removed: their] [added: its] discretion to approve such dividends, our board of directors will consider our results of operations, financial condition, cash requirements, future business prospects, statutory requirements of applicable law, contractual restrictions, restrictions imposed by Irish law, and other factors that they may deem relevant.

The following table presents information about our purchases of our [removed: common] [added: ordinary] shares during the quarter ended September [removed: 27, 2024:][added: 26, 2025:]

| Period | | Purchased(1) | | [removed: Share(1)] [added: Share] | | | Programs(2) | | or Programs(2) | | |

| (2) | Our share repurchase program authorizes us to purchase a portion of our outstanding [removed: common] [added: ordinary] shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. [removed: On October 30, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program.] See Note 17 to the Consolidated Financial Statements for additional information regarding our share repurchase program. |

| TE Connectivity plc | ​ | $ | 100.00 | ​ | $ | 153.36 | ​ | $ | 119.27 | ​ | $ | 135.95 | ​ | $ | 169.31 | ​ | $ | 247.03 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 137.09 | ​ | | 112.06 | ​ | ​ | 136.28 | ​ | ​ | 185.02 | ​ | ​ | 217.04 | ​ |

Shareholder approval is no longer required for interim dividends.

| June 28–July 25, 2025 | ​ | 471,167 | ​ | $ | 178.09 | ​ | 471,167 | ​ | $ | 1,745,026,697 | ​ |

| July 26–August 29, 2025 | | 853,749 | ​ | | 204.43 | | 853,749 | ​ | | 1,570,495,167 | ​ |

| August 30–September 26, 2025 | | 858,272 | ​ | | 211.73 | | 858,272 | ​ | | 1,388,770,904 | ​ |

| Total | | 2,183,188 | ​ | ​ | 201.62 | | 2,183,188 | ​ | | | ​ |

| (1) | During the quarter ended September 26, 2025, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program originally announced in September 2007. This table does not include ordinary shares that we withheld in order to satisfy tax withholding requirements for the vesting and release of restricted stock units. |

| TE Connectivity | ​ | $ | 100.00 | ​ | $ | 105.07 | ​ | $ | 161.14 | ​ | $ | 125.33 | ​ | $ | 142.85 | ​ | $ | 177.91 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 113.50 | ​ | | 155.59 | ​ | | 127.18 | ​ | ​ | 154.68 | ​ | ​ | 210.00 | ​ |

At the Annual General Meeting on March 13, 2024, shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share.

The third and fourth installments are expected to occur in our first and second quarters of fiscal 2025.

Shareholder approval is no longer required.

| June 29–July 26, 2024 | ​ | 798,713 | ​ | $ | 153.63 | ​ | 798,713 | ​ | $ | 876,909,949 | ​ |

| July 27–August 30, 2024 | | 2,490,228 | ​ | | 148.83 | | 2,480,852 | ​ | | 507,682,852 | ​ |

| August 31–September 27, 2024 | | 1,797,756 | ​ | | 146.33 | | 1,797,756 | ​ | | 244,622,761 | ​ |

| Total | | 5,086,697 | ​ | ​ | 148.70 | | 5,077,321 | ​ | | | ​ |

| (1) | These columns include the following transactions which occurred during the quarter ended September 27, 2024: |

| | (i) | the acquisition of 9,376 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and |

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

| | (ii) | open market purchases totaling 5,077,321 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. |

Discussion of our financial condition and results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] is presented below.

Discussion of our financial condition and [added: consolidated] results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] can be found in “Part II.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September [removed: 29, 2023.][added: 27, 2024.]

In connection with the change, [removed: we] [added: TE Connectivity Ltd., our former parent entity,] entered into a merger agreement with [removed: our wholly-owned subsidiary,] TE Connectivity plc, [added: its then wholly-owned subsidiary and] a public limited company incorporated under Irish law.

Under the merger agreement, [removed: we were] [added: TE Connectivity Ltd.] merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

We [added: have not had and] do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

See [removed: Notes] [added: Note] 1 [removed: and 21] to the Consolidated Financial Statements for additional information regarding the [removed: change in place of incorporation.][added: change.]

[removed: Our] [added: As a trusted innovation partner, our] broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, [removed: renewable energy,] [added: energy networks,] automated factories, data [removed: centers, medical technology,] [added: centers enabling artificial intelligence,] and more.

Summary of Fiscal [removed: 2024] [added: 2025] Performance

| | ● | Our fiscal [removed: 2024] [added: 2025] net sales [removed: decreased 1.2%] [added: increased 8.9%] from fiscal [removed: 2023 levels] [added: 2024] due to sales [removed: declines] [added: growth] in the [removed: Transportation Solutions and] Industrial Solutions [removed: segments,] [added: segment,] partially offset by sales [removed: growth] [added: declines] in the [removed: Communications] [added: Transportation] Solutions segment. [added: Richards Manufacturing, which was acquired in April 2025, contributed net sales of $179 million.] On an organic basis, our net sales [removed: were flat] [added: increased 6.4%] in fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023.] [added: 2024.] |

| | ● | _Transportation Solutions_—Our net sales decreased [removed: 2.0%] [added: 1.0% in fiscal 2025] due primarily to sales declines in the sensors [removed: end market and, to a lesser degree, the] [added: and] commercial transportation end [removed: market.] [added: markets.] |

| | ● | Net cash provided by operating activities was [removed: $3,477] [added: $4,139] million in fiscal [removed: 2024.] [added: 2025.] |

The global economy has been impacted in recent years by supply chain [removed: disruptions and] [added: disruptions,] inflationary cost [removed: pressures.][added: pressures, and, most recently, tariff and trade policies.]

Also, we have taken and continue to focus on actions to manage costs, including restructuring and [removed: other cost reduction initiatives such as reducing discretionary spending and travel.]

These did not have a significant impact on our business, financial condition, or results of operations during fiscal [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

In the first quarter of fiscal [removed: 2025,] [added: 2026,] we expect our net sales to be approximately [removed: $3.9] [added: $4.5] billion as compared to $3.8 billion in the first quarter of fiscal [removed: 2024.][added: 2025.]

We expect diluted earnings per share from continuing operations to be approximately [removed: $1.64] [added: $2.33] per share in the first quarter of fiscal [removed: 2025.][added: 2026.]

This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately [removed: $32] [added: $113] million and [removed: $0.04] [added: $0.02] per share, respectively, in the first quarter of fiscal [removed: 2025] [added: 2026] as compared to the same period of fiscal [removed: 2024.][added: 2025 and includes the impact of currently enacted tariffs.]

The acquired business has been reported as part of [added: the energy business within] our Industrial Solutions segment from the date of acquisition.

We acquired one business for a cash purchase price of [removed: $110] [added: $339] million, net of cash acquired, during fiscal [removed: 2023.][added: 2024.]

[removed: The] [added: Prior to divestiture, the] business [removed: sold] was reported in our Transportation Solutions segment.

| ​ | ​ | Fiscal | | | | | | | | | | [removed: ​] | ​ |

| ​ | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | | | |

| ​ | | ($ in millions) | | | | | | | | | | [removed: ​] | ​ |

| Transportation Solutions | ​ | $ | [removed: 9,398] [added: (93)] | | [removed: 60] [added: (1.0)] | % | [removed: ​ |] $ | [removed: 9,588] [added: (98)] | | [removed: 60] [added: (1.0)] | % | [added: $ | 17 |] ​ | [added: $ | (12) | ​ |]

| Total | ​ | $ | [removed: 15,845] [added: 17,262] | | 100 | % | ​ | $ | [removed: 16,034] [added: 15,845] | | 100 | % | ​ |

| ​ | ​ | Change in Net Sales for Fiscal [added: 2025 versus Fiscal 2024 | | | | | | | | | | | | | | | | Change in Net Sales for Fiscal] 2024 versus Fiscal 2023 | | | | | | | | | | | | | | | [removed: ​] |

| ​ | | Growth (Decline) | | | | ​ | Growth (Decline) | | | | ​ | Translation | | | [removed: (Divestitures)] [added: (Divestiture)] | | |

In fiscal [removed: 2024,] [added: 2025, net] pricing actions positively affected organic net sales by [removed: $105] [added: $51] million.

Net Sales by Geographic Region. Our business operates in three geographic [removed: regions—EMEA, Asia–Pacific,] [added: regions—Asia–Pacific, EMEA,] and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates.

We sell our products into approximately 130 countries, and approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal [removed: 2024.][added: 2025.]

The percentage of net sales in fiscal [removed: 2024] [added: 2025] by major currencies invoiced was as follows:

| U.S. dollar | | [removed: 41] [added: 43] | % | ​ |

| Euro | | [removed: 30] [added: 27] | ​ | ​ |

| Chinese renminbi | | [removed: 18] [added: 20] | ​ | ​ |

| All others | | [removed: 7] [added: 6] | ​ | ​ |

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

| ​ | ​ | ($ in millions) | | | | | | | | | | [added: | | | | | |] ​ | ​ |

| EMEA | ​ | [removed: $] [added: ​] | [removed: 5,899] [added: 5,742] | | [removed: 37] [added: 33] | [removed: %] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 6,208] [added: 5,899] | | [removed: 39] [added: 37] | [removed: %] [added: ​] | ​ |

| Asia–Pacific | ​ | [removed: ​] [added: $] | [removed: 5,367] [added: 6,552] | | [removed: 34] [added: 38] | [removed: ​] [added: %] | ​ | [removed: ​] [added: $] | [removed: 5,156] [added: 5,367] | | [removed: 32] [added: 34] | [removed: ​] [added: %] | ​ |

The “Segment Results” section also discusses fiscal 2024 compared to fiscal 2023 because of the change in our segment structure discussed below.

The merger was completed on September 30, 2024, thereby changing our jurisdiction of incorporation from Switzerland to Ireland.

We now operate through two reportable segments: Transportation Solutions and Industrial Solutions.

Prior period segment results have been recast to conform to the new segment structure.

| | ● | _Industrial Solutions_—Our net sales increased 23.7% in fiscal 2025 as a result of sales growth in the digital data networks; energy; automation and connected living; and aerospace, defense, and marine end markets, partially offset by sales declines in the medical end market. |

| | ● | We paid cash dividends to shareholders of $2.72 per ordinary share in fiscal 2025. Also, in September 2025, our board of directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on December 12, 2025, to shareholders of record on November 21, 2025. |

other cost reduction initiatives such as reducing discretionary spending and travel.

We are actively monitoring developments in tariff and trade policies and the potential impacts on our business.

In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates.

This increase reflects sales growth in both the Industrial Solutions and Transportation Solutions segments.

The Industrial Solutions segment will benefit from the acquisition of Richards Manufacturing.

As discussed above, on April 1, 2025, we acquired 100% of Richards Manufacturing, a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $2.3 billion, net of cash acquired.

The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.

| ​ | | 2025 | | | | | | 2024 | | | | | |

| Transportation Solutions | ​ | $ | 9,388 | | 54 | % | ​ | $ | 9,481 | | 60 | % | ​ |

| Industrial Solutions | ​ | | 7,874 | | 46 | ​ | ​ | | 6,364 | | 40 | ​ | ​ |

| Industrial Solutions | ​ | | 1,510 | | 23.7 | ​ | | 1,116 | | 17.6 | ​ | | 34 | ​ | | 360 | ​ |

| Total | ​ | $ | 1,417 | | 8.9 | % | $ | 1,018 | | 6.4 | % | $ | 51 | ​ | $ | 348 | ​ |

Net sales increased $1,417 million, or 8.9%, in fiscal 2025 as compared to fiscal 2024.

The increase in net sales resulted primarily from organic net sales growth of 6.4% and the net positive impact of 2.2% from acquisitions and a divestiture.

Richards Manufacturing, which was acquired on April 1, 2025, contributed net sales of $179 million in fiscal 2025.

| ​ | | 2025 | | | | | | 2024 | | | | ​ | |

| Total | ​ | $ | 17,262 | | 100 | % | ​ | $ | 15,845 | | 100 | % | ​ |

| ​ | ​ | Change in Net Sales for Fiscal 2025 versus Fiscal 2024 | | | | | | | | | | | | | | | |

| Asia–Pacific | ​ | $ | 1,185 | | 22.1 | % | $ | 1,170 | | 21.8 | % | $ | — | ​ | $ | 15 | ​ |

| EMEA | ​ | ​ | (157) | | (2.7) | ​ | ​ | (271) | | (4.6) | ​ | ​ | 93 | ​ | ​ | 21 | ​ |

| Americas | ​ | | 389 | | 8.5 | ​ | | 119 | | 2.6 | ​ | | (42) | ​ | | 312 | ​ |

| Total | ​ | $ | 1,417 | | 8.9 | % | $ | 1,018 | | 6.4 | % | $ | 51 | ​ | $ | 348 | ​ |

| ​ | | 2025 | | | | 2024 | | | | Change | | |

Acquisition and Integration Costs. In fiscal 2025, we incurred acquisition and integration costs of $47 million, of which $28 million related to the acquisition of Richards Manufacturing.

| ​ | | 2025 | | | | 2024 | | | | Change | | |

| ​ | | 2025 | | | 2024 | | |

| Acquisition-related charges: | ​ | ​ | | | ​ | | |

| Charges associated with the amortization of acquisition-related fair value adjustments | ​ | | 10 | ​ | | — | ​ |

| ​ | ​ | | 57 | ​ | | 21 | ​ |

| ​ | | 2025 | | | | 2024 | | | | Change | | |

In January 2025, the OECD released new guidance for the global minimum tax rules which impacted the realizability of certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

We continue to closely monitor the evolving global minimum tax framework and assess the implications in the jurisdictions in which we operate.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

Our shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd. held immediately prior to the merger.

| | ● | _Industrial Solutions_—Our net sales decreased 1.5% as a result of sales declines in the industrial equipment end market, partially offset by sales growth in all other end markets. |

| | ● | _Communications Solutions_—Our net sales increased 3.7% due to sales growth in the data and devices end market, partially offset by sales declines in the appliances end market. |

| | ● | During fiscal 2024, our shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share beginning in the third quarter of fiscal 2024 and ending in the second quarter of fiscal 2025. |

As discussed below, we will have a new segment structure effective for fiscal 2025.

Under the new structure, net sales increases in the Industrial Solutions segment are expected to be partially offset by sales declines in the Transportation Solutions segment.

Additionally, during fiscal 2023, we recorded a pre-tax impairment charge of $68 million when the business was reclassified to held for sale.

During fiscal 2023, we sold three businesses for net cash proceeds of $48 million.

In connection with the divestitures, we recorded pre-tax impairment charges and a net pre-tax loss on sales, which totaled to a net charge of $9 million.

The businesses sold were reported in our Industrial Solutions segment.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Industrial Solutions | ​ | | 4,481 | | 28 | ​ | ​ | | 4,551 | | 28 | ​ | ​ |

| Communications Solutions | ​ | | 1,966 | | 12 | ​ | ​ | | 1,895 | | 12 | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Transportation Solutions | ​ | $ | (190) | | (2.0) | % | $ | 29 | | 0.3 | % | $ | (60) | ​ | $ | (159) | ​ |

| Industrial Solutions | ​ | | (70) | | (1.5) | ​ | | (150) | | (3.3) | ​ | | (23) | ​ | | 103 | ​ |

| Communications Solutions | ​ | | 71 | | 3.7 | ​ | | 91 | | 4.8 | ​ | | (20) | ​ | | — | ​ |

| Total | ​ | $ | (189) | | (1.2) | % | $ | (30) | | (0.2) | % | $ | (103) | ​ | $ | (56) | ​ |

Net sales decreased $189 million, or 1.2%, in fiscal 2024 as compared to fiscal 2023.

The decrease in net sales resulted primarily from the negative impact of foreign currency translation of 0.7% due to the weakening of certain foreign currencies and the net negative impact of 0.3% from divestitures and acquisitions.

| EMEA | ​ | $ | (309) | | (5.0) | % | $ | (339) | | (5.5) | % | $ | 67 | ​ | $ | (37) | ​ |

| Asia–Pacific | ​ | ​ | 211 | | 4.1 | ​ | ​ | 336 | | 6.5 | ​ | ​ | (132) | ​ | ​ | 7 | ​ |

| Americas | ​ | | (91) | | (1.9) | ​ | | (27) | | (0.6) | ​ | | (38) | ​ | | (26) | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

We recorded net charges of $77 million related to pre-tax impairment of held for sale businesses and loss (gain) on divestitures in fiscal 2023.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| | | | | | | | |

| Interest income | ​ | $ | 87 | ​ | ​ | $ | 60 | ​ | ​ | $ | 27 | ​ |

Interest Income. Interest income increased $27 million in fiscal 2024 from fiscal 2023 due to higher interest rates as well as an increase in our average cash balances held and invested.

The global minimum tax is a significant structural change to the international taxation framework, which will affect us beginning in fiscal 2025.

We are currently monitoring these developments and evaluating the impact, which could be material to our cash taxes and worldwide corporate effective tax rate.

| Automotive | ​ | $ | 6,956 | | 75 | % | ​ | $ | 6,951 | | 72 | % | ​ |

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September [removed: 27, 2024.][added: 26, 2025.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September [removed: 27, 2024.][added: 26, 2025.]

Based on this evaluation, management concluded our internal control over financial reporting was effective as of September [removed: 27, 2024.][added: 26, 2025.]

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of September [removed: 27, 2024,] [added: 26, 2025,] which is included in this Annual Report.

During the quarter ended September [removed: 27, 2024,] [added: 26, 2025,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Richards Manufacturing Acquisition

We acquired Richards Manufacturing on April 1, 2025.

For additional information regarding the acquisition, see Note 4 to the Consolidated Financial Statements.

SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

We are in the process of integrating the Richards Manufacturing operations within our internal control structure.

Accordingly, we have excluded Richards Manufacturing from our annual assessment of internal control over financial reporting as of September 26, 2025.

As discussed above, management has excluded Richards Manufacturing from the assessment of internal control over financial reporting.

Richards Manufacturing represented 8% of total assets and 1% of total net sales on the Consolidated Financial Statements as of and for the fiscal year ended September 26, 2025.

In the quarter ended September [removed: 27, 2024,] [added: 26, 2025,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation [removed: S-K.][added: S-K except the following:]

| | ● | In the quarter ended September 26, 2025, Terrence R. Curtin, Chief Executive Officer and Director, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5\-1(c). Mr. Curtin’s plan was adopted August 20, 2025 and expires January 9, 2026, and provides for the potential sale of up to (i) 50% of the net ordinary shares that vest in December 2025 pursuant to the performance stock unit award granted to Mr. Curtin in November 2022, with such sale to occur no earlier than December 18, 2025 and (ii) potential sale of the remaining net ordinary shares that vest in December 2025 pursuant to the performance stock unit award granted to Mr. Curtin in November 2022, with such sale to occur no earlier than December 19, 2025. |

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

| | ● | In the quarter ended September 26, 2025, Heath A. Mitts, Chief Financial Officer and Director, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Mitts’s plan was adopted August 21, 2025 and expires December 31, 2025, and provides for the potential sale of up to (i) 50% of the net ordinary shares that vest in December 2025 pursuant to the performance stock unit award granted to Mr. Mitts in November 2022, with such sale to occur no earlier than December 18, 2025 and (ii) potential sale of the remaining net ordinary shares that vest in December 2025 pursuant to the performance stock unit award granted to Mr. Mitts in November 2022, with such sale to occur no earlier than December 19, 2025. |

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

The trading plans described above were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures.

Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.

Appointment of Director

On November 10, 2025, our board of directors appointed Kenneth Washington as a director of the Company, and the number of directors constituting the full board was increased from 12 to 13.

Mr. Washington’s appointment to the board is effective November 17, 2025.

Mr. Washington was appointed to serve on the management, development, and compensation committee of the board and will receive compensation for services as a non-employee director consistent with the compensation generally provided to our other non-employee directors.

There are no arrangements or understandings between the new director and any other person pursuant to which he was selected as a director, and there are no transactions involving the Company and the new director that we would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Washington will enter into standard indemnification agreements with us and TE Connectivity Corporation, our wholly-owned subsidiary.

Our form of deed of indemnification and form of indemnification agreement with TE Connectivity Corporation were filed as Exhibit 10.2 and Exhibit 10.3, respectively, to our Form 8-K filed with the SEC on September 30, 2024.

Information concerning directors, executive officers, and corporate governance may be found under the captions “Agenda Item No. 1—Election of Directors,” “Nominees for Election,” “Corporate Governance,” “The Board of Directors and Board Committees,” and “Executive Officers” in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual General Meeting of Shareholders (the [removed: “2025] [added: “2026] Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year.

The information in the [removed: 2025] [added: 2026] Proxy Statement under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.

Our Guide to Ethical Conduct is posted on our website at _www.te.com_ under the heading [removed: “Corporate Responsibility—Disclosures.”] [added: “About TE—Corporate Responsibility—Corporate Responsibility Disclosures—Ethics and Compliance.”] We also will provide a copy of our Guide to Ethical Conduct to shareholders upon request.

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, or by us, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the [removed: New York Stock Exchange.][added: NYSE.]

Information concerning executive compensation may be found under the captions “Compensation Discussion and Analysis,” “Management Development and Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Executive Officer Compensation,” [added: “CEO Pay Ratio,”] and “Compensation of Non-Employee Directors” in our [removed: 2025] [added: 2026] Proxy Statement.

The information in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The following table provides information as of fiscal year end [removed: 2024] [added: 2025] with respect to [added: ordinary] shares issuable under our equity compensation plans:

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(2)] | ​ | [removed: 7,108,778] [added: 97,300] | ​ | [removed: $] | [removed: 113.60] [added: 86.02] | ​ | [removed: 23,626,420] [added: —] | ​ |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | ​ | [removed: 236,556] [added: 5,743,975] | ​ | [added: $] | [removed: 83.18] [added: 128.23] | ​ | [removed: —] [added: 21,069,449] | ​ |

| (1) | Includes securities issuable upon exercise of outstanding options and rights under the TE Connectivity [removed: plc.] [added: plc] 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024 (the “2024 [removed: Plan”),] [added: Plan”);] the TE Connectivity [removed: plc.] [added: plc] 2007 Stock and Incentive Plan, amended and restated as of September 30, 2024 (the “2007 [removed: Plan”),] [added: Plan”);] and the TE Connectivity plc Savings Related Share Plan, amended and restated as of September 30, 2024. The 2024 Plan provides for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, “Awards”) to board members, officers, and non-officer employees. The 2024 Plan provides for a maximum of 19,939,500 [added: ordinary] shares to be issued as Awards, subject to adjustment as provided under the terms of the plan. No additional grants will be made from the 2007 Plan and previously granted awards under the 2007 Plan will continue to be settled in [removed: TE Connectivity] [added: our ordinary] shares. |

| (2) | In connection with an acquisition in fiscal 2011, we assumed equity awards issued under plans sponsored by the acquired business and the remaining pool of shares available for grant under the plans. Subsequent to the acquisition, we registered 6,764,455 shares related to the plans via Forms S-3 and S-8. Those plans have since expired, and no additional grants will be made from them. Previously granted awards under the plans will continue to be settled in [removed: TE Connectivity] [added: our ordinary] shares. |

| (4) | Includes securities remaining available for future issuance under the 2024 [removed: Plan,] [added: Plan;] the TE Connectivity plc Savings Related Share Plan, [added: amended] and [added: restated as of September 30, 2024; and] the TE Connectivity plc Employee Stock Purchase Plan, amended and restated as of September 30, 2024. The 2024 Plan applies a weighting of 1.80 to outstanding nonvested restricted, performance, deferred share units, and other share-based awards. The remaining shares issuable under the 2024 Plan and the TE Connectivity plc Savings Related Share Plan are increased by forfeitures and cancellations, among other factors. Amounts include [removed: 856,441] [added: 842,034] shares remaining available for issuance under our TE Connectivity plc Savings Related Share Plan and [removed: 3,032,664] [added: 2,522,788] shares remaining available for issuance under our TE Connectivity plc Employee Stock Purchase Plan. |

| Total | ​ | 5,841,275 | ​ | | | ​ | 21,069,449 | ​ |

| Total | ​ | 7,345,334 | ​ | | | ​ | 23,626,420 | ​ |

The information in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Corporate Governance,” “The Board of Directors and Board Committees,” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

The information in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Agenda Item No. [removed: 2—Ratification] [added: 2—Appointment] of [removed: Auditors”] [added: Auditors and Authority to Set Remuneration”] is incorporated herein by reference.

| [removed: 2.2] [added: 2.1] | ​ | [Merger Agreement between TE Connectivity Ltd. and TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924035560/tm248776d5_ex2-1.htm) | ​ | Current Report on Form 8-K | ​ | 2.1 | ​ | March 18, 2024 |

| 3.1 | ​ | [Memorandum and Articles of Association of TE Connectivity plc, dated [removed: as of] September 30, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex3-1.htm) | ​ | Current Report on Form 8-K | ​ | 3.1 | ​ | September 30, 2024 |

| 4.1 | * | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex4d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex4d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 4.2(e)] [added: 4.2(f)] | ​ | [removed: [Sixteenth] [added: [Eighteenth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated February [removed: 14, 2020](https://www.sec.gov/Archives/edgar/data/1385157/000110465920021560/tm207938d1_ex4-1.htm)] [added: 4, 2022](https://www.sec.gov/Archives/edgar/data/1385157/000110465922011790/tm224827d4_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February [removed: 14, 2020] [added: 4, 2022] |

| [removed: 4.2(f)] [added: 4.2(e)] | ​ | [Seventeenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated February 16, 2021](https://www.sec.gov/Archives/edgar/data/0001385157/000110465921022914/tm214477d5_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 16, 2021 |

| 4.2(g) | ​ | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated February [removed: 4, 2022](https://www.sec.gov/Archives/edgar/data/1385157/000110465922011790/tm224827d4_ex4-1.htm)] [added: 13, 2023](https://www.sec.gov/Archives/edgar/data/1385157/000110465923019309/tm235812d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February [removed: 4, 2022] [added: 13, 2023] |

| 4.2(h) | ​ | [removed: [Nineteenth] [added: [Twentieth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated [removed: February 13, 2023](https://www.sec.gov/Archives/edgar/data/1385157/000110465923019309/tm235812d1_ex4-1.htm)] [added: August 2, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | [removed: February 13, 2023] [added: August 2, 2024] |

| [removed: 4.2(i)] [added: 4.2(l)] | ​ | [removed: [Twentieth] [added: [Second] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity [added: plc, as parent guarantor, TE Connectivity Switzerland] Ltd., as [added: additional] guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated [removed: August 2, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_ex4-1.htm)] [added: May 6, 2025](https://www.sec.gov/Archives/edgar/data/1385157/000110465925045083/tm2514045d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | [removed: August 2, 2024] [added: May 6, 2025] |

| [removed: 4.2(j)] [added: 4.2(i)] | ​ | [Twenty First Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd., TE Connectivity plc, TE Connectivity Switzerland Ltd., and Deutsche Bank Trust Company Americas, dated September 24, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | September 30, 2024 |

| 10.1 | ​ | [Second Amended and Restated Five-Year Senior Credit Agreement, dated [removed: as of] April 24, 2024, by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as parent guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1385157/000110465924051328/tm2412559d1_ex10-1.htm) | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | April 25, 2024 |

| 10.2 | ​ | [Assumption and Joinder Agreement, dated September 24, 2024, by TE Connectivity plc, TE Connectivity Switzerland Ltd., and Bank of America, N.A., as administrative agent under that certain Second Amended and Restated Credit Agreement, dated [removed: as of] April 24, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-1.htm) | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | September 30, 2024 |

| 10.3 | [removed: ‡*] [added: ‡] | [TE Connectivity Annual Incentive Plan (as [removed: amended] [added: Amended] and [removed: restated)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d3.htm)] [added: Restated)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d3.htm)] | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.3] | ​ | [removed: ​] [added: November 12, 2024] |

| 10.14 | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November [removed: 2020](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d2.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d14.htm)] | ​ | [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarterly period] [added: fiscal year] ended [removed: December 25, 2020] [added: September 30, 2022] | ​ | [removed: 10.2] [added: 10.14] | ​ | [removed: January 28, 2021] [added: November 15, 2022] |

| [removed: 10.15] [added: 10.16] | ‡ | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Terms and Conditions for [removed: RSU Grants Beginning] [added: Performance Cycles Starting] in [removed: November 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d14.htm)] [added: and After Fiscal Year 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm)] | ​ | Annual Report on Form 10-K for the fiscal year ended September 30, 2022 | ​ | [removed: 10.14] [added: 10.17] | ​ | November 15, 2022 |

| [removed: 10.16] [added: 10.15] | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-11.htm) | ​ | Current Report on Form 8-K | ​ | 10.11 | ​ | September 30, 2024 |

| 10.17 | ‡ | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year [removed: 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d3.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-12.htm)] | ​ | [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarterly period ended December 25, 2020] [added: 8-K] | ​ | [removed: 10.3] [added: 10.12] | ​ | [removed: January 28, 2021] [added: September 30, 2024] |

| [removed: 10.18] [added: 19.1] | [removed: ‡] [added: ​] | [removed: [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in] [added: [TE Insider Trading] and [removed: After Fiscal Year 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm)] [added: Communications with the Public Policy](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex19d1.htm)] | ​ | Annual Report on Form 10-K for the fiscal year ended September [removed: 30, 2022] [added: 27, 2024] | ​ | [removed: 10.17] [added: 19.1] | ​ | November [removed: 15, 2022] [added: 12, 2024] |

| [removed: 10.19] [added: 10.23] | [removed: ‡] [added: ​] | [Form of [removed: Performance Stock Unit Award Terms and Conditions] [added: Indemnification] for [removed: Performance Cycles Starting in] [added: directors] and [removed: After Fiscal Year 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-12.htm)] [added: executive officers of TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-3.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 10.12] [added: 10.3] | ​ | September 30, 2024 |

| [removed: 10.20] [added: 10.18] | [removed: ‡*] [added: ‡] | [TE Connectivity Change in Control Severance Plan for Certain U.S. Executives [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d20.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.20] | ​ | [removed: ​] [added: November 12, 2024] |

| [removed: 10.21] [added: 10.19] | [removed: ‡*] [added: ‡] | [TE Connectivity Severance Plan for U.S. Executives [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d21.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.21] | ​ | [removed: ​] [added: November 12, 2024] |

| [removed: 10.22] [added: 10.20] | [removed: ‡] [added: ‡*] | [TE Connectivity Supplemental Savings and Retirement Plan [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of January 1, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d20.htm)] [added: 2025)](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex10d20.htm)] | ​ | [removed: Annual Report on Form 10-K for the fiscal year end September 29, 2023] [added: ​] | ​ | [removed: 10.20] [added: ​] | ​ | [removed: November 13, 2023] [added: ​] |

| [removed: 10.23] [added: 10.21] | ‡ | [TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-8.htm) | ​ | Current Report on Form 8-K | ​ | 10.8 | ​ | September 30, 2024 |

| [removed: 10.24] [added: 10.22] | ​ | [Form of Deed of Indemnification for directors and executive officers of TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-2.htm) | ​ | Current Report on Form 8-K | ​ | 10.2 | ​ | September 30, 2024 |

| [removed: 10.26] [added: 10.24] | [removed: ‡*] [added: ‡] | [Employment Agreement between Terrence R. Curtin and Tyco Electronics Corporation dated December 15, 2015, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d26.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.26] | ​ | [removed: ​] [added: November 12, 2024] |

| [removed: 10.27] [added: 10.26] | [removed: ‡*] [added: ‡] | [Employment Agreement between [removed: Steven T. Merkt] [added: John S. Jenkins] and Tyco Electronics Corporation dated December 15, 2015, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d27.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d29.htm)] | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.29] | ​ | [removed: ​] [added: November 12, 2024] |

| [removed: 10.28] [added: 10.25] | [removed: ‡*] [added: ‡] | [Employment Agreement between Heath A. Mitts and Tyco Electronics Corporation dated September 30, 2016, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d28.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.28] | ​ | [removed: ​] [added: November 12, 2024] |

| [removed: 10.30] [added: 10.27] | ‡ | [Employment Agreement between Shad Kroeger and TE Connectivity Corporation dated February 23, 2018](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d4.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | 10.4 | ​ | January 28, 2021 |

| [removed: 10.31] [added: 10.28] | [removed: ‡*] [added: ‡] | [Employment Agreement between Aaron Stucki and TE Connectivity Corporation dated October 1, 2020, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d31.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 10.31] | ​ | [removed: ​] [added: November 12, 2024] |

| 19.2 | [removed: *] [added: ​] | [TE Connectivity plc Policy Relating to Open Market Securities Repurchases and Compliance with Insider Trading Securities Laws](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex19d2.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 19.2] | ​ | [removed: ​] [added: November 12, 2024] |

| 21.1 | * | [Subsidiaries of TE Connectivity [removed: plc](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex21d1.htm)] [added: plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex21d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 22.1 | * | [Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex22d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex22d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 23.1 | * | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex23d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 24.1 | * | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex24d1.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex24d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 31.1 | * | [Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex31d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 31.2 | * | [Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex31d2.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 32.1 | | [Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000110465925109150/tel-20250926xex32d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 97.1 | [removed: *] [added: ​] | [TE Connectivity plc Incentive-Based Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex97d1.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 27, 2024] | ​ | [removed: ​] [added: 97.1] | ​ | [removed: ​] [added: November 12, 2024] |

| (1) | The schedules to [removed: the Stock Purchase Agreement] [added: this agreement] have been omitted [removed: from this filing] pursuant to Item [added: 601(a)(5) and Item] 601(b)(2) of Regulation S-K. We will furnish copies of [removed: such] [added: any of the omitted] schedules to the SEC upon its request; [removed: provided,] however, [removed: that] we may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. |

| 2.2 | ​ | [Transaction Agreement, dated February 11, 2025, by and among OCM Power V AIV Holdings (Delaware), L.P., OCM Power VI AIV Holdings (Delaware), L.P., OCM Power V Relay CTB, LLC, OCM Power VI Relay CTB, LLC, Relay Holding, LLC, TE Connectivity Corporation, Stella I LLC, TE Connectivity PLC, and OCM Power V AIV Holdings (Delaware), L.P.(1)](https://www.sec.gov/Archives/edgar/data/6951/000119312513376458/d602269dex21.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2025 | ​ | 2.1 | ​ | April 28, 2025 |

| 4.2(j) | ​ | [Amended and Restated Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated January 31, 2025](https://www.sec.gov/Archives/edgar/data/1385157/000110465925008106/tm254068d5_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | January 31, 2025 |

| 4.2(k) | ​ | [First Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated January 31, 2025](https://www.sec.gov/Archives/edgar/data/1385157/000110465925008106/tm254068d5_ex4-2.htm) | ​ | Current Report on Form 8-K | ​ | 4.2 | ​ | January 31, 2025 |

| 4.2(m) | ​ | [Third Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated May 9, 2025](https://www.sec.gov/Archives/edgar/data/1385157/000110465925046750/tm2514336d1_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | May 9, 2025 |

| 4.2(n) | ​ | [Fourth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated May 9, 2025](https://www.sec.gov/Archives/edgar/data/1385157/000110465925046750/tm2514336d1_ex4-2.htm) | ​ | Current Report on Form 8-K | ​ | 4.2 | ​ | May 9, 2025 |

| 2.1 | | [Stock Purchase Agreement, dated as of September 16, 2018, by and between Tyco Electronics Group S.A. and Crown Subsea AcquisitionCo LLC](http://www.sec.gov/Archives/edgar/data/1385157/000110465918057061/a18-31004_1ex2d1.htm)(1) | ​ | Current Report on Form 8-K | ​ | 2.1 | ​ | September 17, 2018 |

| 10.25 | ​ | [Form of Indemnification for directors and executive officers of TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-3.htm) | ​ | Current Report on Form 8-K | ​ | 10.3 | ​ | September 30, 2024 |

| 10.29 | ‡* | [Employment Agreement between John S. Jenkins and Tyco Electronics Corporation dated December 15, 2015, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d29.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 10.32 | ​ | [Credit Support Agreement dated November 2, 2018 by and between Tyco Electronics Group S.A. and Crown Subsea Communications Holding, Inc.](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d28.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 27, 2019 | ​ | 10.28 | ​ | November 12, 2019 |

| 19.1 | * | [TE Insider Trading and Communications with the Public Policy](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex19d1.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

Date: November [removed: 12, 2024][added: 10, 2025]

| /s/ Terrence R. Curtin | | | ​ | Chief Executive Officer and Director | | | ​ | November [removed: 12, 2024] [added: 10, 2025] | | |

| Heath A. Mitts | | | ​ | Chief Financial [removed: Officer,] [added: Officer] and Director | | | ​ | November [removed: 12, 2024] [added: 10, 2025] | | |

| /s/ [removed: Robert J. Ott] [added: Reuben M. Shaffer] | | | ​ | Senior Vice President and | | | ​ | ​ | | |

| * | | | ​ | Director | | | ​ | November [removed: 12, 2024] [added: 10, 2025] | | |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID No. 34) | | [removed: 56] [added: 58] |

| [Consolidated Statements of Operations for the Fiscal Years Ended September [added: 26, 2025, September] 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 2022](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] [added: 29, 2023](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] | ​ | [removed: 59] [added: 61] |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September [added: 26, 2025, September] 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 2022](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 29, 2023](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | ​ | [removed: 60] [added: 62] |

| [Consolidated Balance Sheets as of September [removed: 27, 2024] [added: 26, 2025] and September [removed: 29, 2023](#CONSOLIDATEDBALANCESHEETS_690499)] [added: 27, 2024](#CONSOLIDATEDBALANCESHEETS_690499)] | ​ | [removed: 61] [added: 63] |

| [Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September [added: 26, 2025, September] 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 2022](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] [added: 29, 2023](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] | ​ | [removed: 62] [added: 64] |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended September [added: 26, 2025, September] 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 202](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)2] [added: 29, 2023](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] | ​ | [removed: 63] [added: 65] |

| [Notes to Consolidated Financial Statements](#a1BasisofPresentation_820583) | ​ | [removed: 64] [added: 66] |

| [Schedule II—Valuation and Qualifying Accounts](#SCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTS) | ​ | [removed: 101] [added: 104] |

We have audited the accompanying consolidated balance sheets of TE Connectivity [removed: Ltd.] [added: plc (formerly TE Connectivity Ltd.)] and subsidiaries (the "Company") as of September [removed: 27, 2024] [added: 26, 2025] and September [removed: 29, 2023,] [added: 27, 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] shareholders’ equity, and cash flows, for each of the three years in the period ended September [removed: 27, 2024,] [added: 26, 2025,] and the related notes and the schedule listed in the Index at Item [removed: 15] [added: 15(a)2] (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September [removed: 27, 2024] [added: 26, 2025] and September [removed: 29, 2023,] [added: 27, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 27, 2024,] [added: 26, 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also 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 September [removed: 27, 2024,] [added: 26, 2025,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November [removed: 12, 2024,] [added: 10, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

realize a portion of its deferred tax assets, and therefore, a valuation allowance of [removed: $8.3] [added: $8.8] billion has been recorded to offset the Company’s gross deferred tax assets as of September [removed: 27, 2024] [added: 26, 2025] of [removed: $12.2] [added: $11.8] billion.

We have audited the internal control over financial reporting of TE Connectivity [removed: Ltd.] [added: plc] and subsidiaries (the “Company”) as of September [removed: 27, 2024,] [added: 26, 2025,] based on criteria established in _Internal Control—Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September [removed: 27, 2024,] [added: 26, 2025,] based on criteria established in _Internal Control—Integrated Framework (2013)_ issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September [removed: 27, 2024,] [added: 26, 2025,] of the Company and our report dated November [removed: 12, 2024] [added: 10, 2025,] expressed an unqualified opinion on those financial statements.

Fiscal Years Ended September [added: 26, 2025, September] 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 2022][added: 29, 2023]

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

| Net sales | ​ | $ | [removed: 15,845] [added: 17,262] | ​ | $ | [removed: 16,034] [added: 15,845] | ​ | $ | [removed: 16,281] [added: 16,034] | ​ |

| Cost of sales | ​ | | [removed: 10,389] [added: 11,183] | ​ | | [removed: 10,979] [added: 10,389] | ​ | | [removed: 11,037] [added: 10,979] | ​ |

| Gross margin | ​ | | [removed: 5,456] [added: 6,079] | ​ | | [removed: 5,055] [added: 5,456] | ​ | | [removed: 5,244] [added: 5,055] | ​ |

| Selling, general, and administrative expenses | ​ | ​ | [removed: 1,732] [added: 1,866] | ​ | ​ | [removed: 1,670] [added: 1,732] | ​ | ​ | [removed: 1,584] [added: 1,670] | ​ |

| Research, development, and engineering expenses | ​ | ​ | [removed: 741] [added: 829] | ​ | ​ | [removed: 708] [added: 741] | ​ | ​ | [removed: 718] [added: 708] | ​ |

| Acquisition and integration costs | ​ | ​ | [removed: 21] [added: 47] | ​ | ​ | [removed: 33] [added: 21] | ​ | ​ | [removed: 45] [added: 33] | ​ |

| Restructuring and other charges, net | ​ | ​ | [removed: 166] [added: 126] | ​ | ​ | [removed: 340] [added: 166] | ​ | ​ | [removed: 141] [added: 340] | ​ |

| Operating income | ​ | ​ | [removed: 2,796] [added: 3,211] | ​ | ​ | [removed: 2,304] [added: 2,796] | ​ | ​ | [removed: 2,756] [added: 2,304] | ​ |

| Interest income | ​ | ​ | [removed: 87] [added: 83] | ​ | ​ | [removed: 60] [added: 87] | ​ | ​ | [removed: 15] [added: 60] | ​ |

| Interest expense | ​ | ​ | [removed: (70)] [added: (77)] | ​ | ​ | [removed: (80)] [added: (70)] | ​ | ​ | [removed: (66)] [added: (80)] | ​ |

| Other [removed: income (expense),] [added: expense,] net | ​ | ​ | [removed: (16)] [added: (13)] | ​ | ​ | (16) | ​ | ​ | [removed: 28] [added: (16)] | ​ |

| Income from continuing operations before income taxes | ​ | | [removed: 2,797] [added: 3,204] | ​ | | [removed: 2,268] [added: 2,797] | ​ | | [removed: 2,733] [added: 2,268] | ​ |

| Income tax (expense) benefit | ​ | ​ | [removed: 397] [added: (1,361)] | ​ | ​ | [removed: (364)] [added: 397] | ​ | ​ | [removed: (306)] [added: (364)] | ​ |

| Income from continuing operations | ​ | | [removed: 3,194] [added: 1,843] | ​ | | [removed: 1,904] [added: 3,194] | ​ | | [removed: 2,427] [added: 1,904] | ​ |

| Income (loss) from discontinued operations, net of income taxes | ​ | ​ | (1) | ​ | ​ | [removed: 6] [added: (1)] | ​ | ​ | [removed: 1] [added: 6] | ​ |

| Net income | ​ | $ | [removed: 3,193] [added: 1,842] | ​ | $ | [removed: 1,910] [added: 3,193] | ​ | $ | [removed: 2,428] [added: 1,910] | ​ |

| Income from continuing operations | ​ | $ | [removed: 10.40] [added: 6.21] | ​ | $ | [removed: 6.04] [added: 10.40] | ​ | $ | [removed: 7.51] [added: 6.04] | ​ |

| Income (loss) from discontinued operations | ​ | | — | ​ | | [removed: 0.02] [added: —] | ​ | | [removed: —] [added: 0.02] | ​ |

| Reuben M. Shaffer | | | ​ | Corporate Controller | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

| * | | | ​ | Director | | | ​ | November 10, 2025 | | |

TE CONNECTIVITY PLC

November 10, 2025

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Richards Manufacturing Co., which was acquired on April 1, 2025, and whose financial statements constitute 8% of total assets and 1% of total net sales of the consolidated financial statement amounts as of and for the fiscal year ended September 26, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Richards Manufacturing Co.

November 10, 2025

TE CONNECTIVITY PLC

| Income (loss) from discontinued operations | ​ | | — | ​ | | — | ​ | | 0.02 | ​ |

TE CONNECTIVITY PLC

Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023

See accompanying Notes to Consolidated Financial Statements.

TE CONNECTIVITY PLC

| ​ | | 2025 | | | 2024 | | |

| Preferred shares, $1.00 par value, 2 shares authorized, none outstanding as of September 26, 2025 | ​ | ​ | — | ​ | ​ | — | ​ |

| Ordinary class A shares, €1.00 par value, 25,000 shares authorized, none outstanding as of September 26, 2025 | ​ | ​ | — | ​ | ​ | — | ​ |

See accompanying Notes to Consolidated Financial Statements.

TE CONNECTIVITY PLC

Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,842 | ​ | ​ | — | ​ | ​ | 1,842 | ​ |

| Dividends | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (628) | ​ | ​ | — | ​ | ​ | (628) | ​ |

| Repurchase of ordinary shares | ​ | — | ​ | ​ | — | ​ | (8) | ​ | ​ | (1,356) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,356) | ​ |

| Balance at fiscal year end 2025 | | 303 | ​ | $ | 3 | | (8) | ​ | $ | (1,356) | ​ | $ | — | ​ | $ | 13,932 | ​ | $ | 6 | ​ | $ | 12,585 | ​ |

See accompanying Notes to Consolidated Financial Statements.

TE CONNECTIVITY PLC

Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023

See accompanying Notes to Consolidated Financial Statements.

TE CONNECTIVITY PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We operate through two reportable segments:

TE CONNECTIVITY PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

| Robert J. Ott | | | ​ | Corporate Controller | | | ​ | November 12, 2024 | | |

TE CONNECTIVITY LTD.

November 12, 2024

​

| ​ | ​ | Fiscal | | | | | | | | ​ |

| Balance at fiscal year end 2021 | | 336 | ​ | $ | 148 | | (9) | ​ | $ | (1,055) | ​ | $ | — | ​ | $ | 11,709 | ​ | $ | (168) | ​ | $ | 10,634 | ​ |

| Dividends | | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (714) | ​ | ​ | — | ​ | | (714) | ​ |

| Repurchase of common shares | ​ | — | ​ | ​ | — | ​ | (14) | ​ | ​ | (1,991) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,991) | ​ |

We operated through three reportable segments during fiscal 2024:

| | ● | _Communications Solutions_—The Communications Solutions segment is a leading supplier of electronic components for the data and devices and the appliances markets. |

Fiscal 2022 was 53 weeks in length.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

We are currently assessing the impact of the rules on our Consolidated Financial Statements.

The amendments are effective for our fiscal 2025 Annual Report and subsequent interim periods; however, early adoption is permitted.

The amendments should be applied retrospectively to all periods presented in the financial statements.

In September 2022, the FASB issued ASU No. 2022-04, _Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations_, to enhance transparency and introduce new disclosures related to an entity’s use of supplier finance programs in connection with the purchase of goods and services.

The ASU requires us, as a buyer in a supplier finance program, to disclose the key terms of the program, the amount of obligations outstanding, the balance sheet presentation of such amounts, and a rollforward of the obligation activity during the annual period.

We adopted this update in the first quarter of fiscal 2024.

| Communications Solutions | ​ | | 22 | ​ | | 45 | ​ | | 23 | ​ |

| Plus: charges included in cost of sales(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 16 | ​ |

| Restructuring and related charges, net | ​ | $ | 144 | ​ | $ | 260 | ​ | $ | 153 | ​ |

| | (1) | Charges included in cost of sales were attributable to inventory-related charges within the Industrial Solutions segment. | |

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

| Total | ​ | ​ | 119 | ​ | ​ | 6 | ​ | ​ | (5) | ​ | ​ | (56) | ​ | ​ | 8 | ​ | ​ | 7 | ​ | ​ | 79 | ​ |

| Facility and other exit costs | ​ | | — | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | (1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1 | ​ |

| Total | ​ | | — | ​ | ​ | 161 | ​ | ​ | — | ​ | ​ | (16) | ​ | ​ | (33) | ​ | ​ | (3) | ​ | ​ | 109 | ​ |

| Employee severance | ​ | | 287 | ​ | ​ | 2 | ​ | ​ | (25) | ​ | ​ | (124) | ​ | ​ | — | ​ | ​ | (28) | ​ | ​ | 112 | ​ |

| Facility and other exit costs | ​ | | 17 | ​ | ​ | 13 | ​ | ​ | (2) | ​ | ​ | (20) | ​ | ​ | — | ​ | ​ | (1) | ​ | ​ | 7 | ​ |

| Total | ​ | | 304 | ​ | | 22 | ​ | | (30) | ​ | | (144) | ​ | | (4) | ​ | | (29) | ​ | | 119 | ​ |

| Total fiscal 2022 activity | ​ | $ | 304 | ​ | $ | 183 | ​ | $ | (30) | ​ | $ | (160) | ​ | $ | (37) | ​ | $ | (32) | ​ | $ | 228 | ​ |

| ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Cumulative | | ​ |

| ​ | ​ | Charges | | ​ |

| ​ | | Incurred | | |

| Communications Solutions | ​ | | 35 | ​ |

| Total | ​ | $ | 269 | ​ |

The following table summarizes cumulative charges incurred for the fiscal 2022 program by segment as of fiscal year end 2024:

| Transportation Solutions | ​ | $ | 119 | ​ |