PHINIA INC. Enters Material Definitive Agreement

TL;DR

PHINIA INC. signed a big deal, details TBD.

AI Summary

On October 15, 2025, PHINIA INC. entered into a material definitive agreement. The filing does not provide specific details on the nature of the agreement, the other parties involved, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for PHINIA INC., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• PHINIA INC. (company) — Registrant

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PHIN New York Stock Exchange
• $31 million — llowing schedule: an initial payment of $31 million in the fourth quarter of 2025, a second
• $21 million — th quarter of 2025, a second payment of $21 million in the first quarter of 2026, and a thi
• $26 million — 2026, and a third and final payment of $26 million to be made over the course of 2026 as t
• $7 million — r will pay to the Company approximately $7 million related to the reimbursement of certain
• $29 million — in PHINIA receiving up to approximately $29 million in cash by the end of 2026. The Compan
• $39 million — pects to record a loss of approximately $39 million in the third quarter of 2025 in connect

Filing Documents

• phin-20251015.htm (8-K) — 38KB
• 0001968915-25-000059.txt ( ) — 153KB
• phin-20251015.xsd (EX-101.SCH) — 2KB
• phin-20251015_lab.xml (EX-101.LAB) — 21KB
• phin-20251015_pre.xml (EX-101.PRE) — 12KB
• phin-20251015_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 15, 2025, PHINIA Inc. (the "Company") entered into a settlement agreement (the "Settlement Agreement") with BorgWarner Inc. ("BorgWarner") to resolve previously disclosed claims asserted by BorgWarner against the Company in Delaware Superior Court pursuant to which BorgWarner sought, among other things, a judicial declaration that the Company is obligated under the tax matters agreement, dated as of July 3, 2023 (the "Tax Matters Agreement") and entered into by the parties in connection with the separation of the Company from BorgWarner on July 3, 2023 (the "Spin-Off"), to remit to BorgWarner refunds obtained by the Company from tax authorities that relate to certain indirect tax payments made prior to the Spin-Off (the "Pre-Spin Refundable Tax Payments"). The Settlement Agreement also resolves counterclaims asserted in Delaware Superior Court by the Company against BorgWarner under the Tax Matters Agreement. The Settlement Agreement provides for, among other things, the Company to make payments to BorgWarner pursuant to the following schedule: an initial payment of $31 million in the fourth quarter of 2025, a second payment of $21 million in the first quarter of 2026, and a third and final payment of $26 million to be made over the course of 2026 as the Company receives the Pre-Spin Refundable Tax Payments from various tax authorities (collectively, the "Settlement Payments"). The Company expects that a substantial portion of the Settlement Payments will be funded through the Company's collection of Pre-Spin Refundable Tax Payments, with the remaining portion of the Settlement Payments to be funded with available liquidity. In addition, the Settlement Agreement provides that BorgWarner will pay to the Company approximately $7 million related to the reimbursement of certain pre-Spin-Off corporate income taxes in the fourth quarter of 2025. The Settlement Agreement also provides for the release of c

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements are statements other than historical fact that provide current expectations or forecasts of future events based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as "anticipate," "believe," "continue," "could," "designed," "effect," "estimate," "evaluate," "expect," "forecast," "goal," "guidance," "initiative," "intend," "may," "outlook," "plan," "potential," "predict," "project," "pursue," "seek," "should," "target," "when," "will," "would," and variations of such words and words of similar meaning. Further, all statements, other than statements of historical fact contained or incorporated by reference in this Current Report on Form 8-K, that the Company expects or anticipates will or may occur in the future regarding its financial position, business strategy and measures to implement that strategy, including the impact of entry in the Settlement Agreement and the Amended and Restated Tax Matters Agreement on the Company's results of operations and financial condition and the availability of, and our ability to use, the various credits and offsets that are described in this Current Report on Form 8-K, are forward-looking statements. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: adverse changes in general business and economic conditions, including recessions, adverse market conditions or downturns impacting the v

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHINIA Inc. Date: October 21, 2025 By: /s/ Robert Boyle Name: Robert Boyle Title: Vice President, General Counsel and Secretary

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View this 8-K filing on SEC EDGAR