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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________
FORM 10-Q/A
Amendment No.1
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 001-15827
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| State of | Delaware | | 38-3519512 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| One Village Center Drive, | Van Buren Township, | Michigan | 48111 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (800)-VISTEON
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $.01 Per Share | VC | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No__
Indicate by check mark whether the registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer,” "smaller reporting company" and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ü Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ü
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ü No ☐
As of October 16, 2025, the registrant had outstanding 27,285,922 shares of common stock.
EXPLANATORY NOTE
Visteon Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, which was originally filed with the Securities and Exchange Commission on October 23, 2025 (the “Original Filing”). This amendment is being filed to revise Part II “Item 5. Other Information” of the Original Filing to add disclosure regarding a Rule 10b5-1 trading arrangement entered into by Sachin S. Lawande which was inadvertently omitted from the disclosure included in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing.
Part II
Other Information
Item 5. Other Information
The Company's directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of the Company's shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, the following officer(s) took the following action.
| | | | | | | | | | | | | | | | | | | | |
| Name | Title | Action | Intended to satisfy the affirmative defense of Rule 10b5-1? | Date | Aggregate Number of Shares to be sold | Expiration Date |
| Qais Sharif | Senior Vice President & General Manager of the Americas | Adoption | Yes | 9/24/2025 | 2,200 | 5/20/2026 |
| Jerome Rouquet | Senior Vice President and Chief Financial Officer | Adoption | Yes | 8/14/2025 | 14,067 | 2/20/2026 |
| Sachin S. Lawande | Director, President and Chief Executive Officer | Adoption | Yes | 7/31/2025 | 99,874 | 7/24/2026 |
Mr. Rouquet’s Rule 10b5-1 Trading Plan provides for the (i) sale of 9,392 shares of common stock and (ii) exercise of up to 4,675 stock options and subsequent sale of up to 4,675 shares of common stock underlying such stock options.
Mr. Lawande’s Rule 10b5-1 Trading Plan provides for the exercise of up to 99,874 stock options and subsequent sale of up to 99,874 shares of common stock underlying such stock options.
Item 6.Exhibits
The exhibits listed on the "Exhibit Index" are filed with this report or incorporated by reference as set forth therein.
Exhibit Index
| | | | | | | | |
| Exhibit No. | | Description |
31.1 | | Rule 13a-14(a) Certification of Chief Executive Officer dated November 4, 2025. |
31.2 | | Rule 13a-14(a) Certification of Senior Vice President, Chief Financial Officer dated November 4, 2025. |
| 101 | | iXBRL (Inline Extensible Business Reporting Language) for the information under Part II, “Item 5, Other Information” of this Amendment No. 1 on Form 10-Q/A |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Pursuant to the requirements of the Securities Exchange Act of 1934, Visteon Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| VISTEON CORPORATION |
| | |
| By: | /s/ COLLEEN E. MYERS |
| | Colleen E. Myers |
| | Vice President and Chief Accounting Officer |
Date: November 4, 2025
