UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026 (the “Distribution Date”), Aptiv PLC (“Aptiv”) completed the previously announced distribution of all of the ordinary shares of Versigent Limited (“Versigent,” the “Company,” “we,” “us,” or “our”) to holders of Aptiv’s ordinary shares on a pro rata basis (the “Spin-Off”). Each holder of record of Aptiv ordinary shares received one of our ordinary shares for every three Aptiv ordinary shares held on March 17, 2026 (the “Record Date”).
Prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with Aptiv that set forth the principal actions taken or to be taken in connection with the Spin-Off and that govern the relationship between us and Aptiv following the Spin-Off, including the following agreements (collectively, the “Spin Agreements”):
| • | a Separation and Distribution Agreement; |
| • | a Transition Services Agreement; |
| • | a Tax Matters Agreement; and |
| • | an Employee Matters Agreement. |
A summary of certain material terms of each of the Spin Agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Aptiv” in the Information Statement attached as Exhibit 99.1 to Versigent’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026 (the “Information Statement”), and is incorporated herein by reference. The summary is qualified in its entirety by reference to the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Distribution Date, Aptiv completed the Spin-Off. The description of the Spin-Off and Distribution included in Item 1.01 is incorporated herein by reference into this Item 2.01. In connection with and prior to the Spin-Off and Distribution, Aptiv transferred its Electrical Distribution Systems segment to the Company. The Company’s combined audited financial statements included in the Information Statement are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously announced, on November 26, 2025, the Company and its wholly-owned subsidiaries Cyprium Corporation (“Cyprium U.S.”) and Cyprium Holdings Luxembourg S.À.R.L. (“Cyprium Luxembourg”), entered into a credit agreement (the “Initial Credit Agreement”), which was subsequently amended on March 25, 2026, pursuant to an amendment (the “Amendment” the Initial Credit Agreement, as amended by the Amendment, the “Credit Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and domestic collateral agent (the “Domestic Collateral Agent”) and Wilmington Trust, National Association, as foreign collateral agent (the “Foreign Collateral Agent”), with respect to $1.35 billion in senior secured credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”) (collectively, the “Credit Facilities”). In connection with the completion of the Spin-Off, the Term Loan A Facility was fully drawn on March 27, 2026.
The foregoing description is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.4 to the Company’s Registration Statement on Form 10, initially filed with the SEC on November 14, 2025, as amended, and declared effective on March 12, 2026.
As previously announced, on March 18, 2026, Cyprium U.S. and Cyprium Luxembourg (the “Co-Issuers”) issued $800 million aggregate principal amount of 6.125% senior unsecured notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of 6.375% senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Senior Notes”), pursuant to an Indenture, dated March 18, 2026 (the “Indenture”), between the Co-Issuers and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the Senior Notes is payable semi-annually on April 15 and October 15 of each year. The proceeds received from the Senior Notes offering were deposited into escrow. In connection with the completion of the Spin-Off, on March 30, 2026, certain of the Company’s subsidiaries that guarantee the Credit Facilities (the “Guarantors”) and the Trustee entered into a supplemental indenture (the “Supplemental Indenture”), which amended and supplemented the Indenture to add the Guarantors as guarantors of the Senior Notes, and the proceeds were released from escrow. The Co-Issuers used proceeds of the offering, together with proceeds from borrowings under the Credit Facilities, to pay a dividend to Aptiv in connection with the Spin-Off.
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The foregoing description is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Supplemental Indenture, which is filed as Exhibit 4.2 to this Current Report on Form 8-K, and are each incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On March 26, 2026, in connection with the Spin-Off, the Company issued 70,892,660 ordinary shares to Aptiv in consideration for the transfer of certain entities that are part of Aptiv’s Electrical Distribution Systems segment. After this issuance, Aptiv held 70,893,660 ordinary shares of the Company. The ordinary shares issued to Aptiv were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. The offering was not a “public offering” because only one person was involved in the transaction, neither the Company nor Aptiv has engaged in general solicitation or advertising with regard to the issuance and sale of the ordinary shares, and neither the Company nor Aptiv has offered securities to the public in connection with such issuance and sale of the ordinary shares.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 1.01 above is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
On April 1, 2026, effective upon the Spin-Off, Katherine H. Ramundo and Timothy C. Seitz (collectively, the “Resigning Directors”) resigned from the Board of Directors (the “Board”) of the Company. The Resigning Directors’ resignation from the Board was not due to any disagreement with the Company relating to the operations, practices or policies of the Company.
Appointment of Directors
On March 30, 2026, the Board appointed each of Mr. Joseph T. Liotine, Ms. Amy Alving, Mr. Brad Cerepak, Mr. Armando Tamez, Mr. Eric Kueppers and Mr. Kevin Clark as a director of the Board, increasing the size of the Board from three to seven directors, in each case effective immediately prior to the Spin-Off. Mr. Paul Meister, who had been elected to the Board effective March 27, 2026, will continue to serve as a director of the Company following the Spin-Off and on March 30, 2026, was appointed as non-executive Chair of the Board, effective immediately prior to the Spin-Off.
Also, effective immediately prior to the Spin-Off, the persons set forth below assumed positions as members of the Audit Committee of the Board, the Compensation and Human Resources Committee of the Board, and the Nominating and Governance Committee of the Board, in each case as mentioned next to such person’s name.
Name |
Age |
Committee Appointment | ||
| Paul Meister | 73 | Nominating and Governance Committee (Chair) and Compensation and Human Resources Committee | ||
| Amy Alving | 63 | Nominating and Governance Committee and Compensation and Human Resources Committee (Chair) | ||
| Brad Cerepak | 67 | Audit Committee (Chair) | ||
| Armando Tamez | 70 | Nominating and Governance Committee and Audit Committee | ||
| Eric Kueppers | 62 | Audit Committee and Compensation and Human Resources Committee |
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The Information Statement under the sections entitled “Management” contains the ages and biographical information about the directors of the Company. Such information is incorporated herein by reference. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. There are no other relationships between the directors named above and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The Board has determined that (i) each of Mr. Meister, Ms. Alving, Mr. Cerepak, Mr. Tamez and Mr. Kueppers qualifies as an independent director under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange (“NYSE”), (ii) each of Mr. Cerepak, Mr. Kueppers and Mr. Tamez is financially literate and each of Mr. Cerepak, Mr. Kueppers and Mr. Tamez qualifies as an “audit committee financial expert” under the rules and regulations of the SEC and the applicable listing standards of the NYSE as well as the heightened independence standards for Audit Committee members set forth in the rules and regulations of the SEC and applicable listing standards of the NYSE, and (iii) each of Ms. Alving, Mr. Kueppers and Mr. Meister satisfy the heightened independence standards for Compensation Committee members set forth in the rules and regulations of the SEC and the applicable listing standards of the NYSE.
Non-Employee Director Compensation
Each of the non-employee directors will participate in the Company’s director compensation program, pursuant to which each such director is expected to receive annual compensation in the amount of $300,000 for his or her services as a non-employee director, which will be paid 60% in time-based restricted stock units (“RSUs”) and the remainder in cash. Mr. Meister will be entitled to receive an additional annual cash retainer of $185,000 for his service as non-executive Chair of the Board. Chairs of the following committees will be entitled to the following applicable additional annual cash retainers: (a) Audit Committee Chair: $30,000; (b) Compensation and Human Resources Committee Chair: $25,000; and (c) Nominating and Governance Committee Chair: $20,000. Each non-employee director may elect, on an annual basis, to receive 80% or 100% of his or her annual compensation in RSUs, with the remainder to be paid in cash. Cash amounts will be payable quarterly in arrears and will be prorated for partial years of service. RSU grants will be made on the day of the Company’s annual shareholder meeting and will generally vest on the day before the next annual meeting (other than during the calendar year in which the Spin-Off occurs, in which case, RSU grants will be made following the Spin-Off). Each non-employee director will be required to hold $600,000 in the Company’s ordinary shares and has up to five years from his date of appointment to fulfill this holding requirement.
Appointment of Officers
On April 1, 2026, effective as of the Spin-Off, the Board appointed the following individuals to the offices of the Company indicated opposite their names:
Name |
Age |
Position(s) | ||
| Joseph T. Liotine | 53 | Chief Executive Officer | ||
| Douglas R. Ostermann | 58 | Chief Financial Officer | ||
| Sharon Vinci | 57 | Chief People Officer | ||
| Janis N. Acosta | 56 | Chief Legal Officer and Secretary | ||
| Jason A. Celian | 49 | Chief Accounting Officer |
The Information Statement under the sections entitled “Management” contains the biographical information about the newly appointed officers other than Mr. Celian, which is incorporated herein by reference.
Jason A. Celian, 49, has been appointed as our Chief Accounting Officer effective as of the Distribution Date. Prior to the Spin-Off, Mr. Celian served as Aptiv’s Controller, Electrical Distribution Systems, a position he has held since January 2025. Prior to that, from January 2017, Mr. Celian served as Controller, Signal and Power Solutions and from 2014, Controller, Electronics and Safety. In these roles, he was responsible for all accounting and internal control activities for the relative business segment. Prior to joining Aptiv in 2014, Mr. Celian spent 14 years at the international public accounting firm of Ernst & Young, including four years in the firm’s Capital Markets Group in London, England. Mr. Celian is a Certified Public Accountant and holds a Bachelor of Science in Business Administration from the University of Dayton.
None of the appointees have family relationships with any member of the Board or any executive officer of the Company and none is a party to any transactions that would be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of the appointees or any other person and the Company pursuant to which the appointees were appointed to serve in his or her respective role.
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On the Distribution Date, the Versigent executive compensation programs, policies, and practices in place for its executive officers are similar to those of Aptiv. Information regarding these compensation arrangements, which are applicable to the newly appointed officers, is described under the heading “Executive and Director Compensation” in the Information Statement, and such information and descriptions are incorporated by reference herein.
The newly appointed officers are each party to an offer letter containing compensation arrangements that become effective as of the Distribution Date, and more specifically, as follows:
| Annual Base Salary |
Annual Incentive Target Award |
Long-Term Incentive Plan Target Annual Award |
Target Total Direct Compensation |
|||||||||||||
Joseph T. Liotine |
$ | 950,000 | $ | 1,425,000 | $ | 9,000,000 | $ | 11,375,000 | ||||||||
Douglas R. Ostermann |
$ | 850,000 | $ | 850,000 | $ | 3,500,000 | $ | 5,200,000 | ||||||||
Sharon Vinci |
$ | 515,000 | $ | 515,000 | $ | 1,500,000 | $ | 2,530,000 | ||||||||
Janis N. Acosta |
$ | 600,000 | $ | 600,000 | $ | 1,500,000 | $ | 2,700,000 | ||||||||
After the Spin-Off, the executive compensation programs, policies, and practices for our executive officers will be subject to the review and approval of the Compensation and Human Resources Committee described above.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Upon the effectiveness of the Spin-Off, the Company converted from a limited company to a public limited company under the laws of Jersey and changed its name from “Versigent Limited” to “Versigent PLC.” The Company’s Memorandum and Articles of Association became effective in connection with the Spin-Off and were approved, on March 26, 2026, by Aptiv, in its capacity as the sole member of the Company.
A summary of the material provisions of the Memorandum and Articles of Association can be found in the section entitled “Description of Share Capital” in the Information Statement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Memorandum and Articles of Association, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On April 1, 2026, the Company issued a press release announcing the completion of the Spin-Off. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| † | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. |
| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2026
| VERSIGENT PLC | ||
| By: | /s/ Janis N. Acosta | |
| Name: Janis N. Acosta | ||
| Title: Chief Legal Officer and Secretary | ||