Phinia Inc SEC Filings

PHINIA Inc. approved the engagement of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to Deloitte’s customary client acceptance procedures.

The Audit Committee also approved the dismissal of PricewaterhouseCoopers LLP as auditor for the 2026 fiscal year. PwC will continue as the auditor for the fiscal year ending December 31, 2025, with the dismissal becoming effective upon completion of PwC’s procedures and the filing of the Company’s 2025 Form 10‑K.

PwC’s reports on the Company’s 2024 and 2023 financial statements contained no adverse opinions or disclaimers and were not qualified or modified. The Company reports no disagreements or reportable events with PwC during those periods, aside from a previously disclosed material weakness in internal control that was remediated during 2023. The Company did not consult with Deloitte on accounting principles or potential audit opinions during 2024, 2023, or the subsequent interim period. PwC’s concurrence letter dated November 3, 2025 is filed as Exhibit 16.1.

PHINIA Inc. (PHIN) reported higher sales but lower profit in Q3 2025. Net sales rose to $908 million (up 8% year over year), while operating income fell to $34 million as separation-related costs lifted other operating expense to $57 million, including a $39 million loss tied to a settlement with its former parent. Net earnings were $13 million and diluted EPS was $0.33 versus $0.70 a year ago.

For the first nine months, sales were $2.594 billion, net earnings $85 million, and diluted EPS $2.10. Operating cash flow was strong at $216 million, funding $95 million of capex, dividends of $32 million, and $172 million of share repurchases; cash ended at $349 million. Long-term debt was $966 million with $499 million available on the revolver.

PHINIA acquired Swedish Electromagnet Invest AB (SEM) for $47 million, expected to add about $50 million annual revenue and $10 million adjusted EBITDA. A subsequent settlement schedules payments of $31 million in Q4 2025, $21 million in Q1 2026, and $26 million during 2026, partly offset by $7 million to be received and potential $29 million of R&D credits.

PHINIA Inc. furnished an 8-K stating it issued a press release with financial results for the quarter ended September 30, 2025. The company made the earnings call presentation available at investors.phinia.com.

The information in this report, including Exhibit 99.1, is being furnished and not deemed filed under the Exchange Act. Exhibits include the earnings press release (99.1) and the cover page formatted as Inline XBRL (104.1).

PHINIA Inc. entered a settlement with BorgWarner Inc. to resolve claims tied to their 2023 spin-off Tax Matters Agreement. The deal schedules payments by PHINIA of $31 million in Q4 2025, $21 million in Q1 2026, and $26 million during 2026 as pre-spin indirect tax refunds are received. PHINIA expects to fund a substantial portion from those refunds, with any remainder from available liquidity.

BorgWarner will pay PHINIA approximately $7 million in Q4 2025 for certain pre-spin corporate income taxes. An amended Tax Matters Agreement clarifies BorgWarner’s responsibility for certain pre-spin liabilities and PHINIA’s ability to use pre-spin credits and offsets, including research and development credits that PHINIA believes can result in up to approximately $29 million in cash by the end of 2026, subject to filings and approvals. PHINIA expects to record an approximately $39 million loss in Q3 2025 related to the settlement and to exclude it as a separation-related charge for adjusted EBITDA and adjusted free cash flow.

Roger Wood, a director of Phinia Inc. (PHIN), reported a non‑derivative acquisition of common stock on 09/12/2025. The filing shows 15 shares were acquired at no cash cost as restricted stock issued under an automatic dividend reinvestment provision, and the reporting person beneficially owns 19,891 shares following the transaction. The total includes 3,335 shares that remain restricted.

Meggan M. Walsh, a director of Phinia Inc. (PHIN), reported a non-derivative transaction on 09/12/2025. The filing shows the acquisition of 15 shares of Common Stock at no cash price, recorded as automatic reinvestment of dividends into restricted stock. After the transaction the reporting person beneficially owned 7,528 shares in total, which the filer notes includes 3,335 shares of restricted stock. The Form 4 was signed on behalf of Ms. Walsh by her attorney-in-fact, Kelly A. Albin, on 09/16/2025. The filing identifies Ms. Walsh as a director and was submitted as a single reporting person filing.

PHINIA Inc. Form 4: Director Latondra Newton reported changes to her holdings on 09/12/2025. The filing shows a disposition of 16,556 shares of PHIN common stock and the acquisition of 15 Deferred Restricted Stock Units (DRSUs) that equate to 3,335 shares upon settlement. The DRSUs vest on the one-year anniversary of the grant date and convert to an equal number of common shares when the reporting person ends board service, including any dividend-equivalent DRSUs automatically reinvested per the award terms. The Form 4 was signed by the reporting person’s attorney-in-fact on 09/16/2025.

Norman Daun, a director of PHINIA INC. (PHIN), reported an acquisition of common stock on 09/12/2025. The filing shows a transaction coded "A" indicating acquisition of 15 shares of common stock at a reported price of $0, which the filer explains were restricted shares issued by automatic reinvestment of dividends on existing restricted stock. After the transaction Mr. Daun beneficially owned 19,891 shares, of which 3,335 shares are restricted. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

PHINIA Inc. director Robin Kendrick reported changes in beneficial ownership on a Form 4. Mr. Kendrick disposed of 16,556 shares of PHIN common stock on 09/12/2025 and, after that transaction, is shown to beneficially own 15,794 shares indirectly through a trust. Separately, Kendrick acquired 4,680 deferred restricted stock units (DRSUs) on the same date; each DRSU is economically equivalent to one share and will vest on the one‑year anniversary of the grant and settle into common stock upon termination of board service under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. The DRSUs include additional units from automatic dividend reinvestment as specified in the filing.