Every 8-K that PHINIA Inc. (PHIN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PHIN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PHIN filings page.
PHINIA Inc. approved leadership and segment changes aligned with its strategic priorities. On August 6, 2026, the Board of Directors approved that Pedro Abreu will transition from his role as Vice President and Chief Strategy Officer to serve as President, Power Systems, effective September 1, 2026. To reflect this focus, the Company’s Fuel Systems reportable segment will be renamed Power Systems, and the Aftermarket reportable segment will be renamed Aftermarket Solutions. Daniel Griffin will serve as President, Aftermarket Solutions, also effective September 1, 2026.
PHINIA Inc. reported second quarter 2026 net sales of $940 million, up 5.6% from Q2 2025, driven by growth in both Fuel Systems and Aftermarket. Excluding foreign currency and the SEM acquisition, organic net sales rose 1.2%, primarily from higher volumes in the Americas. Net earnings were $40 million with a 4.3% net margin, a decrease of $6 million and 90 basis points year-over-year. Adjusted EBITDA was $130 million, up $4 million, while the adjusted EBITDA margin slipped to 13.8%, down 40 basis points, mainly due to higher employee-related costs and unfavorable product mix. Diluted EPS was $1.05, and adjusted diluted EPS was $1.53, excluding $0.48 per share of non-operating items.
PHINIA entered a definitive agreement on June 30, 2026 to acquire the stoba Group, a high-precision components and systems specialist, with closing expected in the fourth quarter of 2026 subject to customary approvals. The company returned $53 million to shareholders through $42 million of share repurchases and $11 million of dividends. Quarter-end cash was $370 million with $450 million of available revolver capacity and total debt of $1,019 million, resulting in net debt of $649 million. Net cash from operating activities was $91 million, up $34 million year-over-year, and adjusted free cash flow was $74 million, up $54 million. For full year 2026, PHINIA expects net sales of $3.57–$3.67 billion, net earnings of $155–$180 million, adjusted EBITDA of $485–$515 million, adjusted EBITDA margin of 13.5–14.1%, and adjusted free cash flow of $210–$250 million.
PHINIA Inc. reported the results of its 2026 annual meeting of shareholders. Eight director nominees were elected, each receiving over 32.6 million votes in favor, with broker non-votes of 2,011,831 on each director proposal.
Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 32,277,398 votes for, 807,464 against, and 32,411 abstentions, plus 2,011,831 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 34,885,528 votes for, 223,126 against, and 20,450 abstentions.
PHINIA Inc. reported solid growth for the first quarter of 2026, combining higher sales, margin improvement and stronger cash generation. Net sales were $878 million, up 10.3% from Q1 2025, with growth driven by volumes in Asia and the Americas and tariff recoveries. Net earnings rose to $37 million, lifting net margin to 4.2%, while adjusted EBITDA increased to $115 million with a 13.1% margin. Adjusted net earnings per diluted share were $1.29, more than 37% higher than a year earlier, helped by better operations and a lower share count. The company returned $67 million to shareholders through $56 million of share repurchases and $11 million in dividends. Cash from operations improved to $53 million and adjusted free cash flow reached $42 million, a first‑quarter record since becoming a standalone company. For full‑year 2026, PHINIA continues to expect net sales of $3.52 billion to $3.72 billion, net earnings of $165 million to $195 million and adjusted EBITDA of $485 million to $525 million.
PHINIA Inc. filed an amended report to update details about its change in independent auditors. The company confirms that PricewaterhouseCoopers LLP’s dismissal as its independent registered public accounting firm became effective on February 12, 2026, after PwC completed procedures on the 2025 consolidated financial statements and the Form 10-K was filed.
PwC’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications related to uncertainty, scope, or accounting principles. PHINIA states there were no disagreements or reportable events with PwC through February 12, 2026, and includes PwC’s confirming letter as an exhibit. Deloitte & Touche LLP has completed its client acceptance procedures to serve as auditor for 2026.
PHINIA Inc. reported solid fourth-quarter and full-year 2025 results and issued 2026 guidance. Q4 net sales were $889 million, up 6.7% from Q4 2024, with net earnings of $45 million versus $5 million and diluted EPS of $1.15. Adjusted EBITDA was $116 million with a 13.0% margin. The company returned $40 million to shareholders in Q4 through $30 million of share repurchases and $10 million in dividends.
For 2025, net sales were $3.48 billion, up 2.4%, and net earnings rose to $130 million, with diluted EPS of $3.24. Adjusted EBITDA was $478 million and adjusted EPS was $4.96. PHINIA returned $242 million to shareholders via $200 million of repurchases and $42 million in dividends. Year-end cash was $359 million and total debt $970 million, for net debt of $611 million. 2026 guidance calls for net sales of $3.52–$3.72 billion, net earnings of $165–$195 million, adjusted EBITDA of $485–$525 million and adjusted free cash flow of $200–$240 million.
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. 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.
On July 24, 2025, PHINIA Inc. (NYSE: PHIN) filed a Form 8-K under Item 2.02 to furnish—not file—its results for the quarter ended June 30, 2025. The filing attaches Exhibit 99.1, a press release that contains the actual financial figures, and notes that an accompanying earnings-call deck is available on the company’s investor site but is not incorporated into the SEC record. No revenue, EPS, guidance or other operating metrics appear in the 8-K itself, and no additional material events, transactions, leadership changes or accounting matters were disclosed. Because the information is furnished, it will not be deemed part of subsequent Exchange Act or Securities Act filings.