Shareholders' Equity And Net Income Per Share

3 Months Ended

Mar. 31, 2026

Shareholders' Equity and Net Income Per Share Note [Abstract]

Shareholders' Equity And Net Income Per Share

12. SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to Aptiv by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income (loss) attributable to Aptiv by the diluted weighted average number of ordinary shares outstanding during the period. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three months ended March 31, 2025, the impact of the Company’s share-based compensation plans were anti-dilutive and an insignificant number of underlying ordinary shares were excluded from the diluted net income (loss) per share calculation. For all other periods presented, the calculation of net income (loss) per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 18. Share-Based Compensation for additional information.

Weighted Average Shares

The following table illustrates net income (loss) per share attributable to Aptiv and the weighted average shares outstanding used in calculating basic and diluted income (loss) per share:


	Three Months Ended March 31,
	2026		2025

	(in millions, except per share data)
Numerator:




Net income (loss) attributable to Aptiv	$	189	$	(11)




Denominator:
Weighted average ordinary shares outstanding, basic	212.91		230.16
Dilutive shares related to restricted stock units	0.89		—

Weighted average ordinary shares outstanding, including dilutive shares	213.80		230.16

Net income (loss) per share attributable to Aptiv:


Basic	$	0.89	$	(0.05)



Diluted	$	0.88	$	(0.05)

Share Repurchase Programs

In July 2024, the Board of Directors authorized a share repurchase program of up to $5.0 billion of ordinary shares, which commenced in August 2024 following completion of the Company’s $2.0 billion January 2019 share repurchase program. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions (which may include derivative transactions, including an accelerated share repurchase program (“ASR”)), depending on share price, market conditions and other factors, as determined by the Company.

As part of the Company’s share repurchase program, on August 1, 2024, the Company entered into ASR agreements with each of Goldman Sachs International and JPMorgan Chase Bank, N.A. to repurchase an aggregate of $3.0 billion of Aptiv’s ordinary shares (the “ASR Agreements”). Under the terms of the ASR Agreements, on August 2, 2024, the Company made an aggregate payment of $3.0 billion and received initial deliveries of approximately 30.8 million ordinary shares with a value of $2.25 billion, which were retired immediately.

During the three months ended March 31, 2026, the Company repurchased approximately 1.0 million of our outstanding ordinary shares for $75 million in the open market.

During the three months ended March 31, 2025, a portion of the ASR Agreements, as described above, were settled and Aptiv received incremental deliveries of approximately 11.7 million ordinary shares. In April 2025, Aptiv received further incremental deliveries of approximately 6.0 million ordinary shares, representing the final settlement of the ASR Agreements. All shares delivered to Aptiv under the ASR Agreements were retired immediately. Under the ASR Agreements, the Company received total deliveries of approximately 48.5 million ordinary shares at an average price of $61.84 per share, based on the daily volume-weighted average price of our ordinary shares on specified dates during the terms of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. There was no other share repurchase activity during the three months ended March 31, 2025.

As of March 31, 2026, approximately $2,040 million of share repurchases remained available under the July 2024 share repurchase program. During the period from April 1, 2026 to May 4, 2026, the Company repurchased an additional $48 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $1,992 million of share repurchases remain available under the July 2024 share repurchase program. All previously repurchased shares were retired and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Also, includes the entire disclosure for net income per share.

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