The Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”), which was approved by the Company’s shareholders in April 2024, allows for the grant of awards of up to 9,880,000 ordinary shares for long-term compensation. Prior to April 2024, the Company issued awards for long-term compensation under the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”). The Company’s long-term incentive plans were designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock units (“RSUs”), performance awards and other share-based awards to the employees, directors, consultants and advisors of the Company. The Company has awarded annual long-term grants of RSUs under its long-term incentive plans in order to align management compensation with Aptiv’s overall business strategy. All of the RSUs granted under both the 2024 LTIP and PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. When applicable, dividend equivalents are paid out in ordinary shares upon vesting of the underlying RSUs. In addition, the Company has competitive and market-appropriate ownership requirements for its directors and officers.

In connection with the reorganization transaction as further described in Note 1. General, in December 2024, Old Aptiv established a new publicly-listed Jersey parent company, New Aptiv, which is resident for tax purposes in Switzerland. As a result of the Transaction, all issued and outstanding ordinary shares of Old Aptiv were exchanged on a one-for-one basis for newly issued ordinary shares of New Aptiv. In connection with the Transaction, New Aptiv assumed Old Aptiv’s long-term incentive plans.

Aptiv has granted RSUs to the Board of Directors as detailed in the table below:


Grant Date	RSUs granted	Grant Date Fair Value (1)		Vesting Date	Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Shares Withheld to Cover Withholding Taxes
(dollars in millions)
April 2025	38,590	$	2	April 2026	N/A	N/A		N/A
April 2024	30,497	$	2	April 2025	29,199	$	2	1,298
April 2023	20,584	$	2	April 2024	18,272	$	1	2,312

Aptiv has made annual grants of RSUs to its executives in February of each year beginning in 2012. These awards include a time-based vesting portion and a performance-based vesting portion, as well as continuity awards in certain years. The time-based RSUs, which make up 40% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 60% of the awards for Aptiv’s officers and 50% for Aptiv’s other executives, vest at the completion of a three-year performance period if certain targets are met. Each executive will receive between 0% and 240% (200% prior to 2025) of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:

(1)Average return on invested capital is measured by tax-affected operating income divided by average invested capital. Average invested capital is measured by the sum of average total shareholders’ equity plus average net debt for each calendar year during the respective performance period.

(2)Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of the Company’s ordinary shares for the specified trading days in December of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.

(3)The performance-based RSUs granted in 2025 are subject to a performance modifier based on relative total shareholder return, whereby the ultimate payout level of the performance-based RSUs may be adjusted upwards by 20% if relative total shareholder return is in the upper quartile against a comparable measure of competitor and peer group companies or downwards by 20% if in the bottom quartile for the specified trading days of the performance period as defined above. There will be no adjustment if relative total shareholder return is in the middle quartiles.

The details of the annual executive grants were as follows:


Grant Date	RSUs Granted	Grant Date Fair Value		Time-Based Award Vesting Dates	Performance-Based Award Vesting Date

	(in millions)








February 2021	0.44	$	72	Annually on anniversary of grant date, 2022 - 2024	December 31, 2023
February 2022	0.59	$	80	Annually on anniversary of grant date, 2023 - 2025	December 31, 2024
February 2023	0.79	$	99	Annually on anniversary of grant date, 2024 - 2026	December 31, 2025
February 2024	1.12	$	94	Annually on anniversary of grant date, 2025 - 2027	December 31, 2026
February 2025	1.88	$	130	Annually on anniversary of grant date, 2026 - 2028	December 31, 2027

The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by a third-party valuation specialist with respect to the portion of the awards subject to relative total shareholder return.

Any new executives hired after the annual executive RSU grant date may be eligible to participate in the 2024 LTIP. The Company has also granted additional awards to employees in certain periods under both the PLC LTIP and 2024 LTIP. Any off-cycle grants made to new hires or other employees are valued at their grant date fair value based on the closing price of the Company’s ordinary shares on the date of such grant.

The details of shares issued for vested annual executive grants are as follows:


	Time-Based Awards				Performance-Based Awards
Vesting Date	Ordinary Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Ordinary Shares Withheld to Cover Withholding Taxes	Ordinary Shares Issued Upon Vesting	Fair Value of Shares at Issuance		Ordinary Shares Withheld to Cover Withholding Taxes
	(dollars in millions)
Q1 2025	554,363	$	36	224,317	138,010	$	9	58,518
Q1 2024	461,052	$	36	188,897	151,245	$	12	65,910

A summary of RSU activity, including award grants, vesting and forfeitures is provided below:


	RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested, January 1, 2025	2,770	$	92.98
Granted	2,087	$	68.97
Vested	(635)	$	96.62
Forfeited	(211)	$	84.03
Nonvested, June 30, 2025	4,011	$	80.38

Aptiv recognized share-based compensation expense related to these RSUs of $37 million ($32 million, net of tax) and $27 million ($23 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the three months ended June 30, 2025 and 2024, respectively. Aptiv recognized share-based compensation expense of $67 million ($59 million, net of tax) and $52 million ($44 million, net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the six months ended June 30, 2025 and 2024, respectively. Aptiv will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of June 30, 2025, unrecognized compensation expense on a pre-tax basis of approximately $253 million is anticipated to be recognized over a weighted average period of approximately two years. For the six months ended June 30, 2025 and 2024, approximately $19 million and $21 million, respectively, of cash was paid and reflected as a financing activity in the consolidated statements of cash flows related to the tax withholding for vested RSUs.