The Versigent PLC 2026 Long-Term Incentive Plan (the “PLC LTIP”) allows for the grant of share-based awards (up to 6,380,429 shares) for long-term compensation. The Company had no share-based compensation plans prior to the Spin-Off; however certain of our employees participated in the Former Parent’s share-based compensation arrangement, the Aptiv PLC 2024 Long-Term Incentive Plan and the Aptiv PLC Long-Term Incentive Plan, as amended and restated effective April 23, 2015 (together the “Former Parent Plan”). As discussed further below, outstanding awards under the Former Parent Plan were adjusted and converted into Versigent equity awards.

Share-based compensation expense within the consolidated financial statements for periods prior to the Spin-Off was allocated to Versigent based on the awards and terms previously granted to Versigent employees while part of the Former Parent, and includes the cost of Versigent employees who participated in the Former Parent Plan, as well as an allocated portion of the cost of the Former Parent’s corporate employee awards.

In connection with the Spin-Off, outstanding equity awards to executives under the Former Parent Plan were adjusted and converted into Versigent equity awards using a formula designed to maintain the economic value of the awards immediately before and after the Spin-Off. Accordingly, the number of restricted stock units (“RSUs”) underlying each unvested award outstanding as of the date of the Separation was multiplied by a factor of 2.453. The RSUs continue to vest in accordance with their original vesting period. The conversions of equity awards did not have a material impact on the Company’s consolidated financial statements.

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 2026

31,008

2027 (2)

N/A

(2)Pursuant to their respective award agreements the RSUs vest on the day immediately preceding the next Annual General Meeting of Shareholders occurring after their grant.

Executive awards include a time-based vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 40% of the awards for the Company’s officers and 50% for the Company’s other executives, generally 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 the Company’s officers and 50% for the Company’s other executives, generally 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:

Metric

2026
Grant

2025 Former Parent Grant

2024 Former Parent Grant

Average return on invested capital (1)

80%

70%

N/A

Adjacent market revenue

20%

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 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 and 2026 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.

Grant Date

RSUs Granted

Grant Date Fair Value

Time-Based Award Vesting Dates

Performance-Based Award Vesting Date

(in millions)

April 2026

1.08

Annually in February, 2027 - 2029

December 31, 2028

The grant date fair value of the RSUs is determined based on the target number of awards issued, the closing price of Versigent’s ordinary shares on the date of the grant of the award 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 PLC 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 Versigent’s ordinary shares on the date of such grant.


	RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Nonvested, January 1, 2026	292	$	79.10
Granted	1,112	$	36.41
Vested	(135)	$	60.12
Forfeited	(33)	$	64.98
Conversion and employee transfers (1)	1,096
Nonvested, June 30, 2026 (2)	2,332	$	33.36

(1)Reflects the conversion of outstanding equity awards to executives under the Former Parent Plan into Versigent equity awards in conjunction with the Spin-Off, along with the transfer of certain corporate employees to Versigent.

(2)Nonvested RSUs and the corresponding weighted average grant date fair value as of June 30, 2026 are presented on a Versigent basis using the conversion factor described above in connection with the Spin-Off.

Share-based compensation expense related to these RSUs, which for periods prior to the Spin-Off includes the cost of Versigent employees who participated in the Former Parent plan as well as an allocated portion of the cost of Former Parent senior management awards, was $11 million ($11 million, net of tax) and $8 million ($7 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, 2026 and 2025, respectively. Share-based compensation expense recorded within the consolidated statement of operations included $19 million ($18 million, net of tax) and $16 million ($14 million, net of tax) during the six months ended June 30, 2026 and 2025, respectively.

Versigent 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, 2026, unrecognized compensation expense on a pretax basis of approximately $72 million is anticipated to be recognized over a weighted average period of approximately 2 years.