Certain U.S. and non-U.S. employees of Versigent are covered by the Parent-sponsored share-based compensation arrangements, the Aptiv PLC 2024 Long-Term Incentive Plan (the “2024 LTIP”) and the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (the “PLC LTIP”). The 2024 LTIP allows for the grant of awards of up to 9,880,000 Aptiv ordinary shares for long-term compensation. Prior to April 2024, Aptiv issued awards under the PLC LTIP, which allowed for the grant of awards of up to 25,665,448 Aptiv ordinary shares for long-term compensation.

Aptiv’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 Aptiv. Aptiv has historically awarded annual long-term grants of RSUs under its long-term incentive plans in order to align management compensation with the 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, Aptiv has competitive and market-appropriate ownership requirements for its directors and officers.

Aptiv has made annual grants of RSUs to its executives 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 Aptiv’s performance against established company-wide performance metrics, which are:

Metric

2025 Parent Grant

2022-2024 Parent Grants

Average return on invested capital (1)

70%

N/A

Software and adjacent market revenue

30%

N/A

Relative total shareholder return (2)

(3)

33%

Average return on net assets (4)

N/A

33%

Cumulative net income

N/A

33%

(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 Aptiv’s ordinary shares for the specified trading days in December of the performance period to the average closing price per share of Aptiv’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.

(4)Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.

The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of Aptiv’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 have been eligible to participate in the 2024 LTIP. Aptiv 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 Aptiv’s ordinary shares on the date of such grant.

Share-based compensation expense within the combined financial statements has been allocated to Versigent based on the awards and terms previously granted to Versigent employees while part of Aptiv and includes the cost of Versigent employees who participate in the Aptiv plans as well as an allocated portion of the cost of Aptiv senior management awards. Share-based compensation expense recorded within the combined statement of operations, which includes the cost of Versigent employees who participate in the Aptiv plan as well as an allocated portion of the cost of Aptiv senior management awards, was $8 million ($7 million, net of tax) based on the Company’s best estimate of Aptiv’s ultimate performance against the respective targets during each of the three months ended March 31, 2026 and 2025. The Company 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 Aptiv’s ultimate performance against the respective targets as of March 31, 2026, unrecognized compensation expense on a pretax basis of approximately $32 million is anticipated to be recognized over a weighted average period of approximately two years.