2026 Annual Meeting (2026 Proxy Statement)

(incorporated and registered in England and Wales with registered no. 10900776) Registered Office:

Interface House, Interface Business Park Bincknoll Lane

Royal Wootton Bassett Swindon SN4 8SY United Kingdom

April 29, 2026

In 2025, Sensata made meaningful progress on advancing a transformational agenda to strengthen the Company's operational and financial foundation. We improved profitability and expanded margins sequentially each quarter. We generated record free cash flow of $490 million, supporting accelerated net leverage reduction and the return of $191 million to shareholders. In the fourth quarter, we re-organized into three new operating segments, each corresponding to three new reporting segments. Each of our three new reporting segments-Automotive, Industrials, and Aerospace, Defense & Commercial Equipment-delivered organic growth in the fourth quarter, underscoring the effectiveness of our updated operating model.

2025 was also a pivotal year for leadership. Stephan von Schuckmann assumed the role of Chief Executive Officer on January 1, 2025, bringing more than two decades of global automotive and industrial experience. We extend our sincere appreciation to Martha Sullivan, who provided steady and effective interim leadership during the transition.

In addition, we strengthened our leadership team through strategic new hires, internal promotions, and key organizational moves. These actions enhanced the depth and capability of our global executive team across operations, commercial leadership, and enterprise transformation. Together, these changes reinforce the foundation necessary to execute our strategy and support long-term growth in key sensing and electrical protections applications across our end markets.

As we enter 2026, we are more resilient, more focused, and well-positioned to execute with discipline and deliver long-term value for our shareholders.

The Board recognizes the importance that your shares be represented and voted at the Annual Meeting, and we look forward to your participation. You may vote your shares by proxy on the Internet, by telephone, or by completing, signing, and promptly returning a proxy card (if you received one). We also encourage and welcome shareholder feedback on any topic related to Sensata.

In accordance with the U.K. Companies Act 2006, the formal notice of the Annual Meeting is set forth below in the following proxy statement and includes the explanatory notes relating to each proposal. Our proxy materials are first being distributed or made available to shareholders on or around April 29, 2026.

We thank you for your continued support. By Order of the Board of Directors,

Andrew C. Teich Stephan von Schuckmann

Chairman of the Board Chief Executive Officer

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Sensata Technologies Holding plc

NOTICE OF THE 2026 ANNUAL MEETING

WHEN: Tuesday, June 9, 2026

10:00 a.m. Eastern Daylight Time

WHERE: 529 Pleasant Street, Attleboro, MA 02703 (principle executive office)

In person check-in will begin at 9:30 a.m. Eastern Daylight Time and you should allow ample time for check-in procedures.

RECORD DATE: April 13, 2026

Items of Business:

Our proxy materials are first being distributed or made available to shareholders on or around April 29, 2026. At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 14 in the "Proposals to be Voted Upon" section below as well as such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Explanations of the proposed resolutions together with the relevant information for each resolution are given on pages 1 to 92 and Appendixes A, B, C, D, E, F and G. of this proxy statement. For the purposes of English law, the full text of each resolution is set out in the "Shareholder Resolutions for 2026 Annual General Meeting" section on page 85 of this proxy statement.

The Company's UK annual reports and accounts for the year ended December 31, 2025, which consist of the UK statutory accounts, the UK statutory directors' report, the UK statutory directors' compensation report, the UK statutory directors' compensation policy, the UK statutory strategic report and the UK statutory auditor's report (the "UK Annual Report and Accounts"), has been made available to shareholders. There will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts and the other proxy materials.

For additional information about our Annual Meeting, shareholders' rights, proxy voting and access to proxy materials, see the "Questions & Answers About the Annual Meeting" section on page 88 of this proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card (if you received one) by mail prior to the meeting or by attending the Annual Meeting and voting in person.

Proposals to be Voted Upon1

The Board considers that all the proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole.

Proposal

Board Recommendation

Proposal No. 1 Election of Directors2 ☑ FOR each nominee

Proposal No. 2 Non-Binding, Advisory Vote on Executive Compensation ☑ FOR

Proposal No. 3 Advisory Vote to Approve Frequency of Future "Say-on-Pay" ☑ FOR every year

Proposal No. 4 Ratification of Independent Registered Public Accounting Firm ☑ FOR Proposal No. 5 Non-Binding, Advisory Vote on Directors' Compensation Report ☑ FOR Proposal No. 6 Approval of amendment to the 2021 Equity Incentive Plan ☑ FOR Proposal No. 7 Appointment of U.K. Statutory Auditor ☑ FOR

Proposal No. 8 Authorization of the Audit Committee to Determine U.K. Statutory Auditor Compensation

☑ FOR

Proposal No. 9 Approval of Receipt of 2025 Annual Report and Accounts ☑ FOR

Proposal No. 10 Approval of Forms of Share Repurchase Contracts and Share Repurchase Counterparties

☑ FOR

Proposal No. 11 Authorization of the Board to Issue Equity Securities ☑ FOR

Proposal No. 12 Authorization of the Board to Issue Equity Securities without Rights of Pre-emption

Proposal No. 13 Authorization of the Board to Issue Equity Securities Under Equity Incentive Plans

Proposal No. 14 Authorization of the Board to Issue Equity Securities Under Equity Incentive Plans without Rights of Pre-emption

☑ FOR

☑ FOR

☑ FOR

1 Resolution Nos. 1-9, 11 and 13 will be proposed as ordinary resolutions and resolutions No. 10, 12 and 14 will be proposed as special resolutions.

2 A separate resolution will be proposed for each director. Notes:

1. Each ordinary share of the Company outstanding on the record date will be entitled to cast one vote. In accordance with the Company's Articles of Association, all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. Resolutions No. 1-9, 11 and 13 will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Resolutions Nos. 10, 12 and 14 will be proposed as special resolutions, which under applicable law means that the affirmative vote of at least 75 percent of the votes cast at the Annual Meeting is required to approve each proposal. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals.

2. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the

   U.K. Companies Act will be made available on the Company's website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

3. Our Board has fixed the close of business on Monday, April 13, 2026, as the record date of the Annual Meeting, and to be entitled to attend and vote on the resolutions proposed for the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the Register of Members of the Company at the close of business in New York on this record date. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote on the resolutions proposed for the meeting. At the close of business on Monday, April 13, 2026, 145,432,046 ordinary shares of the Company were issued and outstanding. After May 30, 2026, a list of the shareholders entitled to notice of the Annual Meeting will be available for inspection by any shareholder at 529 Pleasant Street, Attleboro, Massachusetts 02703. Should you require the list of shareholders entitled to notice of the Annual Meeting, please email companysecretary@sensata.com.

4. If you are a broker, bank, or other nominee holding shares in street name, you can attend the Annual Meeting and vote. If you are a beneficial owner of shares held in street name through a broker, bank, or other nominee, you can attend the Annual Meeting.

5. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual Meeting. A shareholder may appoint more than one proxy in relation to the Annual Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on their behalf at the Annual Meeting. A proxy need not be a shareholder of the Company.

6. If you are voting your proxy through the Internet, by phone or by mail with a proxy card (if you received one), your voting instructions must be received by 11:59 p.m. Eastern Time on June 8, 2026.

7. You may revoke a previously delivered proxy at any time prior to the Annual Meeting.

8. Shareholders meeting the threshold requirements set out in the U.K. Companies Act have the right to require the Company to publish on the Company's website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the U.K. Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the U.K. Companies Act. When the Company is required to place a statement on a website under the U.K. Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the U.K. Companies Act to publish on a website.

9. Pursuant to U.S. Securities and Exchange Commission (the "SEC") rules, the Company's proxy statement (including this Notice of Annual General Meeting of Shareholders), the Company's U.S. Annual Report for the year ended December 31, 2025 (including the Annual Report on Form 10-K for the year ended December 31, 2025), and related information prepared in connection with the Annual Meeting are available at: www.proxyvote.com and investors.sensata.com. You will need the 16-digit control number included on your proxy card in order to access the proxy materials on www.proxyvote.com. These proxy materials will be available free of charge.

10. You may not use any electronic address provided in this Notice of Annual General Meeting of Shareholders or any related documentation to communicate with the Company for any purposes other than as expressly stated.

Proxy Voting Methods

Shareholders holding shares of Sensata on the Record Date may vote their shares by proxy through the Internet, by telephone, by mail with a proxy card (if you received one) or by attending the Annual Meeting in person and voting during the meeting. For shares held through a bank, broker or other nominee, shareholders may vote by submitting voting instructions to the bank, broker or other nominee. To reduce our administrative and postage costs, we ask that shareholders vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. Shareholders may revoke their proxies at the times and in the manners described in the "Notes" section of this Notice of Annual General Meeting of Shareholders and the "Questions & Answers About the Annual Meeting" section on page 88 of this proxy statement.

If you are voting your proxy through the Internet, by phone or by mail with a proxy card (if you received one), your voting instructions must be received by 11:59 p.m. Eastern Time on June 8, 2026.

TO VOTE BY PROXY:

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING

This proxy statement, our Annual Report for the year ended December 31, 2025 (the Annual Report on Form 10-K for the year ended December 31, 2025), our UK Annual Report and Accounts for the year ended December 31, 2025, which consists of the UK statutory accounts, the UK statutory directors' report, the UK statutory directors' compensation report, the UK statutory strategic report, and the UK statutory auditor's report and related information prepared in connection with the Annual Meeting are or will be available at www.proxyvote.com and http://annualmeeting.sensata.com. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials on www.proxyvote.com. In addition, if you have not received a copy of our proxy materials and would like one, you may download an electronic copy of our proxy materials or request a paper copy either at www.proxyvote.com, by telephone at 1-800-579-1639, or by email to sendmaterial@proxyvote.com. If requesting materials by email, please send a blank email with the 16-digit control number included on your Notice. You will also have the opportunity to request paper or email copies of our proxy materials for all future shareholder meetings.

April 29, 2026

By Order of the Board of Directors,

David Stott Company Secretary

Registered Office: Interface House, Interface Business Park, Bincknoll Lane, Royal Wootton Basset, Wiltshire, UK SN4 8SY

Registered in England and Wales No. 10900776

Table of Contents

1 Proxy Summary 76 Proposal 12: Resolution to Authorize the Board

7 Proposal 1: Election of Directors

7 Identifying and Evaluating Director Nominees

of Directors to Issue Equity Without Pre-

emptive Rights

10 Director Nominees 78 Proposal 13: Ordinary Resolution to Authorize

15 Corporate Governance

20 Board Meetings, Committees of the Board and Board

the Board of Directors to Issue Equity Securities under our Equity Incentive Plans

Leadership Structure 76 Proposal 14: Resolution to Authorize the Board

23 Director Compensation

25 Proposal 2: Advisory Resolution on Executive

of Directors to Issue Equity Securities under

our Equity Incentive Plans Without Pre-emptive Rights

Compensation 80 Certain Relationships and Related-Person

26 Executive Officers

Transactions

29 Compensation Discussion and Analysis 80 Shareholders' Requests Under Section 527 of the

44 Compensation Committee Report

U.K. Companies Act

45 Tables and Narrative Disclosure 81 Security Ownership of Certain Beneficial Owners

59 Proposal 3: Advisory Vote to Approve Frequency of

and Management

71 Proposal 8: Authorization of the Audit Committee to

Measures

Determine U.K. Statutory Auditor's Remuneration C-1 Appendix C: Amendment to the 2021 Equity

72 Proposal 9: Resolution to Receive the 2025 Annual

Incentive Plan

Report and Accounts D-1 Appendix D: Rule 10B-18 Repurchase Contract

73 Proposal 10: Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties

75 Proposal 11: Ordinary Resolution to Authorize the Board of Directors to Issue Equity Securities

E-1 Appendix E: Rule 10B5-1 Repurchase Plan

F-1 Appendix F: Issuer Stock Repurchase and 10B5-1 Trading Plan

G-1 Appendix G: Fixed Dollar Accelerated Share Repurchase Transaction

This Proxy Statement includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may", "will", "could", "should", "expect", "anticipate", "believe", "estimate", "predict", "project", "forecast", "continue", "intend", "plan", "potential", "opportunity", "guidance", and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, trends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata's strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances these forward-looking statements will prove to be correct.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in "Item 1A - Risk Factors" in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

The Board of Directors of Sensata Technologies Holding plc (the ''Board'') is soliciting proxies for use at the Company's Annual General Meeting of Shareholders to be held on June 9, 2026.

The following summary highlights certain information contained in this proxy statement. This summary does not contain all of the information that you should consider when casting your vote. Please review the entire proxy statement carefully before voting. For more information on the Company's 2025 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Corporate Governance Highlights

Director Independence

• 10 of 11 director nominees are independent

• 5 of 5 Board committees are fully independent

Board Leadership

• Independent Chairperson

• Lead Independent Director to be elected if Chairperson is also the CEO or is a director who does not otherwise qualify as "independent"

Board Refreshment

• Ongoing Board succession planning

• Annual review of director and committee Chair tenure

• Average tenure of independent director nominees is

6.5 years

• 5 new independent directors since 2021

Board Accountability

• All directors are elected annually

• Annual Board and Committee self-assessments

• Annual Director to Director peer assessments

• Simple majority vote standard for uncontested director elections

Board Oversight

• Ongoing focus on strategic matters, including through standalone strategy sessions

• Robust oversight of risk management

• Active engagement in human capital management and CEO succession planning

• Regular executive sessions without management

Director Access

• Directors may contact any employee directly and receive access to any aspect of the business

• Directors regularly meet with the leadership team

• Board and Committees may engage independent advisors at their sole discretion

Director Engagement

• Board held 4 meetings in 2025 with all directors attending 100% of Board meetings

• Committees held 22 meetings in 2025 with all directors attending greater than 85% of applicable collective meetings

• Restriction on the number of other board seats

Director Share Ownership

• Five times their annual cash retainer in share value (with a transition period for new directors)

• Requirement to retain 50% net after-tax shares upon vesting/exercise until ownership guidelines are met

• Directors may not hedge or pledge their common stock

Summary of Director Nominees

The Board has nominated a slate composed of eleven talented directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Sensata's business and strategic objectives, as reflected in their biographies in the section "Director Nominees."

* Independent Director C Committee Chair ⚫ Committee Member

(1) As of April 29, 2026

(2) Number of other public company boards of which the director is currently a member.

Following the election/re-election of the Board nominees at our Annual Meeting, the Board will have the following characteristics:

Director Nominees' Skills and Expertise

Our director nominees possess core competencies that contribute to their service on the Board. In addition to those qualifications, our director nominees collectively possess skill sets that are directly relevant to the Company's business and strategic objectives. The following table summarizes the key skills and experiences of each director nominee.

Business Summary

We are a global industrial technology company that strives to help our customers and partners safely deliver a cleaner, more efficient, electrified, and connected world. For more than 100 years, we have been developing and innovating a wide range of customized solutions that address increasingly complex engineering and operating performance requirements for our customers' mission-critical applications. Our portfolio spans sensors and sensor-rich systems, electrical protection components and integrated protection architectures, and a broad range of complementary technologies.

Our sensing solutions translate physical parameters-such as pressure, temperature, position, and location-into actionable electronic signals that enhance the performance, reliability, and safety of our customers' products and systems. Our electrical protection offerings include switches, fuses, inverters, energy-storage systems, high-voltage distribution units, controllers, software, and high-voltage contactors engineered to maximize efficiency and ensure safe operation in demanding environments. We also provide advanced power-conversion technologies-including inverters, converters, and rectifiers-supporting renewable-energy generation, green-hydrogen production, electric-vehicle charging infrastructure, and microgrid applications, as well as critical industrial and defense uses. Together, these capabilities position us as a foundational technology partner enabling industry wide transitions toward smarter, cleaner, and more sustainable operations.

We believe our long-term success depends on improving operational performance, optimizing capital allocation, and returning to sustainable growth. In 2025, we undertook significant transformative actions to build a more resilient organization, strengthen our leadership team, and establish a strong foundation for long-term growth across each of our business segments.

In the fourth quarter of 2025, Sensata reorganized its operations to better align with strategic imperatives and improve visibility into business performance. Beginning with reporting for the year ended December 31, 2025, the Company operates through three primary segments:

Includes Automotive and Aftermarket businesses, delivering sensing, electrical protection, and high-voltage solutions supporting safety, efficiency, and electrification across passenger vehicles and EV platforms.

Includes Industrial and Dynapower businesses, offering sensor-rich systems, power conversion technologies, and data-driven solutions used in industrial automation, energy storage, and electrical infrastructure applications.

Includes Aerospace and Commercial Equipment businesses, providing advanced sensing, power conversion, and mission-critical electrical protection technologies for aircraft, defense systems, heavy-duty equipment, and other highly regulated

environments.

2025 Company Performance Highlights

Sensata's financial performance in 2025 reflects meaningful progress in the first year of its transformation journey. The Company strengthened its operational foundation, expanded margins throughout the year, improved free cash flow, and enhanced balance-sheet resilience while returning to a growth trajectory by year-end. These accomplishments were supported by disciplined execution, organizational restructuring, and targeted actions to sharpen financial flexibility, including a successful early tender offer that reduced net leverage to 2.7x.

Leadership Changes

During 2025 and early 2026, Sensata strengthened its executive leadership team through several strategic appointments and promotions designed to advance the Company's transformation agenda and position the organization for long-term growth:

Jan 2025 - ● - Stephan von Schuckmann joined Sensata as Chief Executive Officer, effective January 1, 2025, bringing more than 20 years of global automotive and industrial leadership experience. His robust industrial, commercial, and financial background has uniquely prepared him to lead Sensata by capitalizing on opportunities and navigating the challenges of our diverse industries.

Apr 2025 - ● - Lynne J. Caljouw was named Executive Vice President, Chief Human Resources Officer in April 2025, continuing a decade-long track record of leadership across multiple senior HR leadership roles since joining Sensata in 2014.

July 2025 - ● - Andrew C. Lynch was appointed Executive Vice President, Chief Financial Officer in July 2025, after serving as Interim CFO beginning in May 2025, and a progression of senior finance and accounting roles since joining the Company in 2019.

August 2025 - ● - Alice Martins, who joined Sensata in 2021, was promoted to Executive Vice President and President of Industrials in August 2025, following her successful leadership of the Industrial Solutions business and earlier leadership roles within Sensata's HVOR and Sensing Solutions organizations.

David K. Stott was appointed Executive Vice President, General Counsel in August 2025, following his service as Senior Vice President, General Counsel and earlier leadership of Sensata's M&A legal function.

Sep 2025 - ● - Patrick N. Hertzke joined Sensata in September 2025 as Executive Vice President, Chief Growth and Transformation Officer. With more than 20 years of mobility and industrial leadership experience, he brings deep expertise in electrification, strategic transformation, and future-mobility innovation.

Nov 2025 - ● - Nicolas Bardot joined Sensata in November 2025 as Executive Vice President, Chief Operations Officer, contributing more than two decades of global operations leadership in organizational design, supply chain, and productivity transformation.

Jan 2026 - ● - Jackie Chen, who joined Sensata in January 2024, was promoted to Executive Vice President and President of Sensata China, effective January 2026. His promotion reflects organizational changes initiated during 2025 to support Sensata's strategic focus in China and the broader Asia region.

Brian J. Wilkie, a long-tenured Sensata engineering and business leader, assumed the role of Executive Vice President, Aerospace, Defense & Commercial Equipment, effective January 2026. This transition aligns his extensive experience in electrification, high-power systems, and sensing technologies with the Company's expanded segment structure announced in 2025.

Markus Schwabe joined Sensata in January 2026 as Executive Vice President and President of Automotive. Markus brings more than 20 years of global automotive leadership experience to Sensata's Automotive and Aftermarket businesses.

2025 Compensation Highlights

As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our named executive officers (each, an "NEO" and collectively, the "NEOs") are compensated in a manner consistent with our pay for performance compensation philosophy. Below are a few highlights of our 2025 NEO compensation program.

Compensation-Related Corporate Governance Best Practices

Robust stock ownership guidelines

for executive officers and directors

Annual say-on-pay vote for shareholders

Clawback policy in the event of financial restatement, fraud, or material violation of

Company policies

Pay for performance philosophy weighted towards variable at-risk performance-based compensation

Robust annual risk assessment of executive compensation programs, policies, and practices

Prohibition on hedging and pledging transactions for all employees and directors

Independent compensation consultant advises the Compensation Committee

Effective balance between differentiated short-term and longterm performance factors

and incentives

100% independent Compensation Committee

‌Acting upon the recommendation of the Nominating & Corporate Governance Committee, our Board has nominated the individuals identified herein for election as directors. Messrs. John Mirshekari and Stephen Sonnenberg have served on the Board since 2023 and 2021, respectively, and will complete their service at the conclusion of the 2026 Annual General Meeting, consistent with their decisions to not stand for re-election. Shareholders are being asked to elect a new director, Laurie Schupmann, to the Board this year. Ms. Schupmann has been nominated by the Board to join the Board effective June 10, 2026.‌

The Board has determined that the election of Ms. Schupmann is in the best interest of its shareholders. In making this determination, the Board considered Ms. Schupmann's professional experience, qualifications, skills and potential contributions relevant to the Company's business and strategic priorities.

The term of each director, if elected, expires at the next Annual General Meeting of shareholders. Each director will continue in office until the election and qualification of their successor or until their earlier death, removal, or resignation.

Consistent with the terms of our Articles of Association, the Board has set the size of the Board at eleven directors upon conclusion of the 2026 Annual General Meeting. If the nominees are approved by shareholders, the number of directors following the 2026 Annual General Meeting will be eleven. Accordingly, a proxy cannot be voted for more than eleven directors. Each of the eleven nominees for director will be elected by the vote of a majority of the votes cast with respect to that nominee. A shareholder may: (i) vote for the election of a nominee; (ii) vote against the election of a nominee; or

(iii) abstain from voting with respect to a nominee. Unless a proxy contains instructions to the contrary, the proxy will be voted "FOR" the election of each nominee named on the following pages. The form of shareholder resolution for this proposal is set forth under the heading "Shareholder Resolutions for 2026 Annual General Meeting" on page 85 of this proxy statement.

Sensata considers a range of attributes and criteria when identifying director nominees, including professional background, relevant expertise, reputation for integrity, business, financial and management experience, leadership capabilities, and diversity. In addition to the specific experience and qualifications described below, the Board believes that each nominee possesses strong leadership capabilities, a reputation for integrity, and the ability to work collaboratively to make positive contributions to the Board and management.

The following pages set forth biographical and other background information for each nominee for director, including each nominee's principal occupation and a discussion of the specific experience, qualifications, attributes, and skills that led the Board to recommend the nominee for election. The year in which each nominee began serving as a director of Sensata is also provided. The Board is nominating the following eleven individuals to serve as directors. All information presented has been confirmed by each nominee for inclusion in this proxy statement. Each nominee has agreed to serve if elected, and the Company has no reason to believe that any nominee will be unable to serve.

The Board of Directors unanimously recommends that shareholders vote "FOR"

the election or re-election of each nominee.

☑

Board Nomination Process

Consistent with the Governance Guidelines, the Nominating & Corporate Governance Committee (the "Governance Committee") seeks members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Governance Committee oversees and manages the selection criteria and appointment procedures for our Board members. When a vacancy exists on the Board due to expansion of the size of the Board or the resignation or retirement of an existing director, the Governance Committee identifies and evaluates potential director nominees and recommends candidates to the Board. The primary goal is to assemble a Board that offers a variety of perspectives, backgrounds, knowledge, and skills derived from high-quality business and professional experience. The Governance Committee has sole authority to retain and terminate any search firm to be used to assist with identifying, evaluating, and screening candidates for the Board.

The Governance Committee also recommends annually the slate of director nominees for approval by the Board and the shareholders at the annual general meeting. Prior to its recommendation, the Governance Committee reviews each director's skills, background, expertise, time demands, and contributions to the Board, to determine if each director is capable of supporting the Company's present and future needs and should be re-nominated to serve on the Board.

In accordance with the U.K. Companies Act, the Governance Committee also considers shareholder recommendations of nominees (other than self-nominations) for election to the Board, and will include such nominees in our proxy statement provided that a complete description of the nominee's qualifications, experience, and background, together with a statement signed by each nominee in which he or she consents to serve as a director, accompanies the recommendation. Such recommendations should be submitted in writing to the attention of the Nominating & Corporate Governance Committee, Sensata Technologies Holding plc, c/o Sensata Technologies, Inc., Attention: Company Secretary, 529 Pleasant Street, Attleboro, Massachusetts 02703.

Board Composition and Refreshment

The Board requires that directors retire at the age of 75. To address the ability of the Board to provide effective leadership, the Board follows a rigorous evaluation system to ensure that the Board remains viable as a governing body. The Governance Committee continuously monitors Board succession and the rotation of our directors and actively reviews the appropriate skills and characteristics required of our directors in the context of the current composition of the Board, our operating requirements, the long-term interests of our shareholders, and the impact of director rotation. Five of the eleven directors standing for election have joined the Board within the past five years. Following the election of our director nominees at the 2026 Annual Meeting, the Board will have eleven directors.

The Governance Committee and Board believe diversity of professional backgrounds, age, gender, and ethnicity enhance the Board's performance of its leadership and oversight functions. A variety of personal and professional backgrounds and experiences provide different viewpoints resulting in a wide-ranging critical review of our business, which we believe enhances, among other things, the Board's oversight of our risk management processes and strategy. The Governance Committee and Board are committed to using our succession planning and refreshment process to maintain and advance the diversity of thought that exists in our Board.

Board Commitment

The Governance Committee and Board nominate only those candidates who they believe are capable of devoting the necessary time to discharge their duties, taking into account principal occupations, memberships and roles on other boards, attendance at Board and committee meetings, and other responsibilities. Directors must advise the Chair of the Governance Committee, Chairman of the Board, and the CEO prior to joining the board of another public company and must offer to resign from the Board or not accept the additional directorship if the Governance Committee determines the additional directorship constitutes a conflict of interest or interferes with such director's ability to carry out their responsibilities as a director of the Company. In addition, directors must advise the Chair of the Governance Committee of

any change in primary employment. The Governance Committee continually assesses any changes in directors' time commitments throughout the year and, through the annual evaluation process, determines whether all of the director nominees have the necessary time to devote to our Board and its committees.

Board Criteria

The Governance Committee evaluates each candidate for election to the Board based on the candidate's range of talent, skill, experience, and expertise, as well as the candidate's integrity, business acumen, understanding of our industry and business, potential conflicts of interest, availability, independence of thought, and overall ability to represent the interests of our shareholders. Although the Governance Committee does not assign specific weights to any particular criteria, and no particular attribute is necessarily applicable to all prospective nominees, the Governance Committee believes it is important that our Board as a whole possesses certain characteristics including:

• knowledge of financial accounting, reporting, and internal controls;

• understanding of essential leadership qualities, ability to develop leadership potential in others and implement transformational change;

• familiarity with the trade of goods, services, technology, capital and/or knowledge across national borders and on a global scale;

• experience in sustainability matters, including management of sustainability risks and opportunities;

• understanding of the markets and industries we serve, including our products, technologies, customers, competitors and trends;

• experience with the identification, evaluation, and prioritization of risks and strategies to minimize, monitor, and control risk impact;

• familiarity with driving business transformation through M&A, strategic alliances, investments, and partnerships;

• ability to plan, take action and set goals to optimally deliver, launch, market and distribute existing and new business;

• experience in organizational management and strategy to improve business value through strategic workforce planning;

• knowledge of manufacturing of goods and the administration of business operation practices to create efficiency;

• experience in capital structuring, investment decisions, cash flow, accounting, financial statements and taxation; and

• attributes and business experience that enhances the overall representation of the Board in diverse perspectives that reflect the diversity of the Company's shareholders, employees, customers and communities.

  While the Governance Committee considers these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for any individual nominee and considers the specific needs of the Board as a whole and the needs of the various Board committees when filling vacancies. See the director skills matrix on page 3 which outlines the knowledge, skills and experience of our director nominees.

  Attendance at Board and Committee Meetings

  Each of our current directors attended more than 75% of the aggregate number of meetings of the Board and committees of the Board on which the director served during 2025.

  ‌DIRECTOR NOMINEES

  JOHN P. ABSMEIER

  Independent Director Joined Board: 2019

  Age: 51

  Committees:

  • Innovation & Technology (Chair)

  DANIEL L. BLACK

  Independent Director Joined Board: 2021

  Age: 66

  Committees:

  • Audit

  • Compensation

  • Finance

  
  
  

  Selected Experience:

  Woven by Toyota, Inc.

• Chief Technology Officer (since 2022)

  Lear Corporation

• Chief Technology Officer (2018 - 2022)

  Samsung Electronics

• Vice President, Smart Machines (2015 - 2018)

  Delphi Corporation, now Aptiv (1996 - 2015)

• Managing Director - Delphi Labs and Automated Driving (2012 - 2015)

• Business Director - Electronic Controls, Asia Pacific (2006 - 2012)

• Held several roles of increasing responsibility in the areas of safety, infotainment and electric vehicles

  United States Marine Corps

• Meritoriously promoted and awarded multiple honors for outstanding performance

  Skills and Qualifications:

• Significant industry knowledge, including detailed understanding of the autonomous, electric and connected vehicle markets with a vast network of relationships given deep knowledge and connectivity in the space

• Significant senior leadership, international business, M&A, software, manufacturing / operations , and strategy expertise gained over nearly 30 year career with leading technology companies

  Education:

• Bachelor of Science in Mechanical Engineering, Purdue University

• Master of Science in Mechanical Engineering and Management of Technology, UC Berkeley

  Other Board Activities:

  Voltaiq, a private battery intelligence software provider

• Director (since 2022)

  Woven by Toyota, Inc. the mobility technology subsidiary of Toyota Motor Corporation

• Director (since 2023)

  Selected Experience:

  The Wicks Group, a private equity firm focused on technology-enabled investments

• Managing Partner (since 2005)

• Principal (2003 - 2005)

  BNY Capital Markets

• Managing Director, and Co-Head of Merchant Banking (1982 - 2003)

  Skills and Qualifications:

• Demonstrated ability to lead digital transformation strategies

• Extensive senior management and leadership experience in capital markets and banking expertise, investing, financial and capital allocation skills, corporate governance, and executive management gained through 40 years of experience

  Education:

• Bachelor of Arts in Government, Dartmouth College

  Other Board Activities:

  Advent Convertible Securities Fund, $850M closed-end fund

• Trustee and member of the Audit and Nominating & Governance Committees (since 2005)

  Dartmouth College Board of Trustees

• Trustee Emeritus (since 2023), having previously served as Member (since 2019)

  Harlem Lacrosse and Leadership, non-profit educational organization

• Executive Board Member (2014 - 2021)

  LORRAINE A. BOLSINGER

  Independent Director Joined Board: 2020

  Age: 66

  Committees:

  • Compensation (Chair)

  • Nominating & Corporate Governance

  PHILLIP M. EYLER

  Independent Director Joined Board: 2024

  Age: 55

  Committees:

  • Nominating & Corporate Governance

  • Innovation & Technology

  
  
  

  Selected Experience:

  General Electric ("GE") (1980 - 2017)

• Vice President, Corporate Accelerated Leadership Program (2013 - 2017)

• President and Chief Executive Officer, Distributed Power Systems (2013 - 2016)

• President and Chief Executive Officer, Aviation Systems (2008 - 2012)

• Held various managerial and leadership roles, including becoming one of the youngest and first female Corporate Officers

  Skills and Qualifications:

• Extensive senior executive leadership, operational, industry and technical experience gained over nearly 40 years with GE

• Experience developing worldwide strategic relationships with commercial, government and military partners

• Significant experience in environmental sustainability strategies, risk management, and executive talent development

  Education:

• Bachelor of Science in Biomechanical Engineering, University of Pennsylvania

  Other Board Activities:

  Worchester Polytechnical Institute

• Trustee and Chair of the Audit and Risk Committee

  Society of Women Engineers

• Member (currently)

  Lake Sunapee Protective Association, an environment nonprofit

• Board Member (currently)

  Selected Experience:

  Gentherm Incorporated

• President and Chief Executive Officer (2017 - 2024)

  Harman International Industries, Inc. (subsidiary of Samsung Electronics Co.)

• President, Connected Car Division (2015 - 2017)

• SVP and GM, Global Automotive Audio (2011 -2015)

  Skills and Qualifications:

• Extensive automotive industry experience including connected technologies for automotive, consumer and enterprise markets

• Broad experience in managing manufacturing operations

• International business strategy and human capital management expertise

• Significant experience in business strategy and human capital management expertise

  Education:

• Bachelor of Science, Mechanical Engineering, Purdue University

• Master of Business Administration, Fuqua School of Business at Duke University

  Other Board Activities:

  Gentherm Incorporated

• Director (2017 - 2024)

  Sleep Number Corporation

• Director (since 2022); Chairman (beginning May 2025)

  Ouster, Inc.

• Director (since 2025)

  
  
  

  Selected Experience:

  LAURIE SCHUPMANN

  Independent Director Age: 63

  
  
  

  Selected Experience:

  CONSTANCE E. SKIDMORE

  Independent Director Joined Board: 2017

  Age: 74

  Committees:

• Audit (Chair)

• Compensation

• Nominating & Corporate Governance

  PricewaterhouseCoopers ("PwC")

• Global Client Partner (1995-2023)

• Managing Partner, Stamford, Connecticut (2009-2014)

• Global Accounting Committee (2008-2010)

• U.S. Innovation Network Leader (2007-2009)

• Held various leadership roles, including serving as New York Metro Technology Sector Assurance Leader, Partner, Staff Role to US Firm Leadership Team, and Assurance Partner, Amsterdam, The Netherlands

  Skills and Qualifications:

• More than 35 years of accounting and finance experience advising large, multinational organizations, particularly in the industrial products and technology sectors

• Significant business strategy, risk management, governance and M&A experience gained over lengthy career with PwC

• Global financial expertise and strategic insight from PwC service in Amsterdam, Europe and Asia

  Education:

• Bachelor of Science, Business with an Accounting concentration, Kelley School of Business Indiana University

  Other Board Activities:

  Genuine Parts Company

• Director (since 2025) and serves on the Audit Committee

  PricewaterhouseCoopers ("PwC")

• Partner and member of its governing board (1989 -2009)

• Led various strategic initiatives, including serving as US Strategy Leader for PwC's 10-year strategy and driving the development and deployment of Tax Outsourcing business in India

  Skills and Qualifications:

• More than 30 years of accounting and finance experience

• Significant business strategy, risk management, governance, sustainability, and M&A experience gained over lengthy career with PwC

• Corporate governance expertise gained through directorship roles in other public companies, including service on audit committees

• Advisor or director for serial acquirors in global technology, software and industrials resulting in consistent IRR outcomes well above market and peers

  Education:

• Bachelor of Science in Psychology, Florida State University

• Master of Science in Taxation, Golden Gate University

  Other Board Activities:

  Comfort Systems USA

• Director (since 2012) and currently Chair of Compensation and Human Capital Committee and member of Audit Committee

  Proterra, Inc.

• Director (2019 - 2024)

  ShoreTel, Inc.

• Director (2014 - 2017)

  Several private and nonprofit companies including the V Foundation for Cancer Research and Viz Kinect

• Board Member

Selected Experience: Sensata Technologies

MARTHA N. SULLIVAN

Independent Director Joined Board: 2013

Age: 69

Committees:

• Finance

• Innovation & Technology

  Selected Experience:

  
  
  

  ANDREW C. TEICH

  Chairman (since 2019) Independent Director Joined Board: 2014

  Age: 65

  Committees:

• Innovation & Technology

• Nominating & Corporate Governance (Chair)

• Finance

  • Interim Chief Executive Officer and President (April -December 2024)

  • Chief Executive Officer (2013 - 2020)

  • President (2007 - 2019)

  • Chief Operating Officer (2006 - 2012)

    Texas Instruments, previous owner of ST (1984 - 2006)

  • Head, Sensor Products (1997 - 2006)

  • Held various engineering and management positions including Automotive Marketing Manager, North American Automotive General Manager, and Automotive Sensors and Controls Global Business Unit Manager

    Skills and Qualifications:

  • Strategic leadership skills and wide-ranging management, financial, M&A, strategy, talent management, and operating experience gained through various executive positions over 35 years at Sensata and Texas Instruments

  • Extensive knowledge of Sensata's business, historical development, industry, technology, and important relationships with major customers

    Education:

  • Bachelor of Science, Mechanical Engineering, Michigan Technological University

  • Honorary Doctorate, Philosophy, Michigan Technological University

    Other Board Activities:

    Avery Dennison Corporation

  • Director (2013-2024)

    Emerald JV Holdings L.P. ("Copeland")

  • Board Chair (since 2023)

    GS Acquisition Holdings Corp II

  • Director (2020 - 2021)

    Our Sisters' School in New Bedford, MA, non-profit educational institute

  • Co-Chair of the Board (currently)

    FLIR Systems

  • President and Chief Executive Officer (2013 - 2017)

  • President, Commercial Systems (2010 - 2013)

  • President, Commercial Vision Systems (2006 -2010)

  • SVP, Sales and Marketing (2000 - 2006)

    Inframetrics, Inc.

  • VP Sales and Marketing (1984 - 1999 when acquired by FLIR)

    Skills and Qualifications:

  • Extensive senior executive leadership, international business, technology & product knowledge, business strategy, and human capital management gained in more than 30 years of experience at Inframetrics and FLIR

  • Significant financial, capital markets, and M&A experience with over 25 completed acquisitions

  • Named as Inventor on more than 50 patents

    Education:

  • Bachelor of Science in Marketing, Arizona State University

  • Advanced Management Program, Harvard University

    Other Board Activities:

    Resideo Technologies

  • Chairman (since 2024) and currently Chair of Innovation and Technology Committee and member of Compensation and Human Capital Management and Nominating & Governance Committees (since 2018)

    FLIR Systems

  • Director (2013 - 2017)

    Juniper II Corp

  • Director (2021 - 2023)