Every material Form 8-K PHINIA has filed with the SEC since April 04, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
PHINIA reported third-quarter 2026 results with net sales of $912 million, up 0.4%, and diluted earnings per share of $1.80 versus $0.33 a year earlier. The company raised its full-year 2026 guidance for net sales, net earnings, and Adjusted EBITDA, which matters to shareholders because the higher outlook reflects improved profitability and continued share repurchases.
Q3 2026 net earnings were $67 million, or $1.80 per diluted share, compared with $13 million, or $0.33, in Q3 2025.
Adjusted EBITDA rose $2 million to $135 million, and Adjusted EBITDA margin was 14.8%, up 20 basis points.
Full-year 2026 net earnings guidance was raised to $160 million to $182 million from $155 million to $180 million; net sales guidance was raised to $3,625 million to $3,675 million.
Operating cash flow fell $32 million to $87 million in Q3, and the company repurchased $65 million of common equity during the quarter.
PHINIA Inc. said its Board approved moving Pedro Abreu from Vice President and Chief Strategy Officer to President, Power Systems, effective September 1, 2026. The Fuel Systems segment will be renamed Power Systems and the Aftermarket segment will be renamed Aftermarket Solutions, with Daniel Griffin as its President. The filing reports leadership and naming changes only, with no financial results.
Pedro Abreu moves from Vice President and Chief Strategy Officer to President, Power Systems, effective September 1, 2026
Fuel Systems segment renamed Power Systems; Aftermarket segment renamed Aftermarket Solutions
Daniel Griffin to serve as President, Aftermarket Solutions, effective September 1, 2026
Board approved the changes on August 6, 2026; no financial figures were disclosed
PHINIA reported second-quarter 2026 results with net sales up 5.6% to $940 million, while net earnings fell to $40 million and diluted EPS fell to $1.05 from $1.14. Adjusted EBITDA rose to $130 million, and the company refined its full-year 2026 guidance, which it expects to yield net earnings of $155 million to $180 million. The company also agreed on June 30, 2026 to acquire the stoba Group, with closing expected in the fourth quarter of 2026.
Net sales were $940 million, up from $890 million a year earlier; excluding currency and the SEM acquisition, sales rose 1.2%.
Diluted EPS was $1.05 versus $1.14 a year earlier; adjusted diluted EPS was $1.53 versus $1.27.
Adjusted EBITDA was $130 million, up $4 million, with adjusted EBITDA margin at 13.8%, down 40 basis points.
2026 guidance: net sales of $3.57 billion to $3.67 billion, net earnings of $155 million to $180 million, adjusted EBITDA of $485 million to $515 million.
PHINIA reported first-quarter 2026 results with net sales up 10.3% to $878 million and net earnings of $37 million, compared with $26 million a year earlier. The company kept its full-year 2026 guidance unchanged, which means shareholders should expect the same outlook as before the report.
Net earnings per diluted share were $0.96, up from $0.63, and adjusted net earnings per diluted share were $1.29, up from $0.94.
Adjusted EBITDA rose to $115 million from $103 million, with an adjusted EBITDA margin of 13.1%.
Full-year 2026 guidance was reaffirmed: net sales of $3.52 billion to $3.72 billion and net earnings of $165 million to $195 million.
The company returned $67 million to shareholders in the quarter, including $56 million of share repurchases and $11 million in dividends.
PHINIA reported fourth-quarter 2025 net sales of $889 million, up 6.7% from a year earlier, and net earnings of $45 million, up from $5 million. For full year 2025, net earnings were $130 million, up from $79 million, and diluted EPS was $3.24 versus $1.76. The company also guided 2026 net sales of $3.52 billion to $3.72 billion and adjusted EBITDA of $485 million to $525 million, compared with $478 million in 2025.
Q4 2025 net sales of $889 million, up 6.7%; Q4 diluted EPS of $1.15 versus $0.12 a year earlier
Full-year 2025 net earnings of $130 million and diluted EPS of $3.24, versus $79 million and $1.76 in 2024
2026 guidance: net sales of $3.52 billion to $3.72 billion; net earnings of $165 million to $195 million; adjusted free cash flow of $200 million to $240 million
PHINIA reported third quarter 2025 results, with net sales up 8.2% to $908 million, while net earnings fell to $13 million after a one-time loss tied to a separation-related claim settlement. The company also updated its full-year 2025 guidance to include the Swedish Electromagnet Invest AB (SEM) acquisition, which it completed in the quarter for approximately $47 million.
Q3 net sales were $908 million, up from $839 million, with adjusted sales up 5.1% excluding currency and the SEM acquisition.
Q3 diluted EPS was $0.33 versus $0.70 a year earlier; adjusted diluted EPS was $1.59 versus $1.17.
Full-year 2025 guidance: net sales $3.39 billion to $3.45 billion; net earnings $100 million to $110 million; adjusted EBITDA $465 million to $480 million.
Cash and cash equivalents were $349 million and total debt was $992 million at September 30, 2025.
PHINIA agreed on October 15, 2025 to settle claims BorgWarner brought in Delaware Superior Court over pre-spin-off tax refunds, under which PHINIA will make Settlement Payments totaling $78 million through 2026 and receive about $7 million from BorgWarner. The company expects to record a $39 million loss in the third quarter of 2025 and to exclude it from adjusted EBITDA and adjusted free cash flow as a separation-related charge.
Settlement Payments: $31 million in Q4 2025, $21 million in Q1 2026, and $26 million over 2026 as refunds are received
BorgWarner to pay PHINIA about $7 million for pre-spin-off corporate income tax reimbursement in Q4 2025
Expected third-quarter 2025 loss of about $39 million, net of amounts previously recorded
Company believes research and development credits could bring up to about $29 million in cash by end of 2026
PHINIA reported second-quarter 2025 results with net sales of $890 million, up 2.5% from a year earlier, and diluted earnings per share of $1.14, compared with $0.31 in Q2 2024. The company also refined its 2025 net sales outlook to $3.33 billion to $3.43 billion, and said it agreed on June 10, 2025 to acquire Swedish Electromagnet Invest AB for about $47 million. Operating cash flow and adjusted free cash flow fell sharply, which shareholders may watch closely.
Q2 2025 net earnings of $46 million versus $14 million in Q2 2024; adjusted EPS of $1.27 versus $0.88
Adjusted EBITDA of $126 million, up from $117 million, with an adjusted EBITDA margin of 14.2%
Adjusted free cash flow of $20 million versus $108 million in Q2 2024; operating cash flow of $57 million, down $52 million
2025 guidance: net earnings of $140 million to $170 million and adjusted EBITDA of $455 million to $485 million
PHINIA reported first-quarter 2025 net sales of $796 million, down 7.8% from $863 million a year earlier, and net earnings of $26 million, down from $29 million. Adjusted EBITDA fell to $103 million from $131 million, and adjusted diluted EPS was $0.94 versus $1.08. The company reaffirmed its full-year 2025 guidance, which calls for net sales of $3.23 billion to $3.43 billion.
Net sales were $796 million, down 7.8%; excluding currency and ended contract manufacturing agreements, sales fell $34 million or 4.1% on lower OEM sales in all regions.
Adjusted EBITDA was $103 million, down $28 million, with an adjusted EBITDA margin of 12.9%, citing lower sales, a nonrecurring supplier settlement, higher stand-alone costs and tariff impacts.
Diluted EPS was $0.63 versus $0.62; adjusted diluted EPS was $0.94 versus $1.08 in Q1 2024.
Returned $111 million to shareholders, including $100 million of share repurchases; cash and equivalents ended the quarter at $373 million and total debt at $989 million.
PHINIA reported fourth-quarter 2024 net sales of $833 million, down 5.6% from a year earlier, and net earnings of $5 million, or $0.12 per diluted share, compared with $33 million, or $0.70 per share, in Q4 2023. For full year 2024, net sales were $3.40 billion and net earnings were $79 million, down from $102 million, and the company guided to 2025 net earnings of $140 million to $170 million. The board also raised the quarterly dividend 8% to $0.27 per share and increased its share repurchase authorization by $200 million.
Q4 2024 net earnings were $5 million, or $0.12 per diluted share, versus $33 million, or $0.70 per share, in Q4 2023.
Full year 2024 net sales were $3.40 billion, down 2.8%, and net earnings were $79 million, versus $102 million in 2023.
2025 guidance: net sales of $3.23 billion to $3.43 billion and net earnings of $140 million to $170 million.
Quarterly dividend raised to $0.27 per share from $0.25; repurchase program increased by $200 million, with about $320 million available.
PHINIA reported third-quarter 2024 results with net sales down 6.4% from a year earlier, to $839 million, as Fuel Systems sales fell in Europe and China. Net earnings were $31 million, or $0.70 per diluted share, compared with a loss of $1 million a year earlier, and the company revised its full-year 2024 guidance citing softer end vehicle markets.
Q3 net sales $839 million, down 6.4% from $896 million; adjusted sales $838 million, down 3.7%
Net earnings $31 million ($0.70 per diluted share) vs. a loss of $1 million ($0.02 per share) in Q3 2023; adjusted EPS $1.17 vs. $0.69
Full-year 2024 guidance now calls for net sales of $3.36 billion to $3.41 billion and adjusted EBITDA of $470 million to $490 million
Board raised share repurchase authorization by $250 million to $400 million; $450 million of 6.625% senior notes due 2032 issued
PHINIA Inc. issued $450 million of 6.625% senior notes due October 15, 2032, upsized from a previously announced $400 million offering, and said it intends to use the proceeds to repay all outstanding term loan A borrowings. The company also amended its credit agreement to reduce the margin on revolving loans and modify certain covenants, which the filing describes without quantifying.
Notes: $450 million principal, 6.625% coupon, sold at 100.00% of principal, due October 15, 2032
Interest payable semiannually on April 15 and October 15, starting April 15, 2025
Proceeds to repay all term loan A borrowings, pay offering fees and expenses, and for general corporate purposes
Credit Agreement Amendment No. 2 dated September 17, 2024 reduces revolving loan margin and modifies covenants
PHINIA reported second quarter 2024 results for the period ended June 30, 2024, with net sales of $868 million, down 2.1% from a year earlier, and net earnings of $14 million, down from $35 million. The company said full-year sales will be at the low end of its prior ranges and gave full-year 2024 net earnings guidance of $100 million to $140 million after revising its adjusted tax rate expectation, which means lower sales and profit for shareholders in the period.
Q2 net sales of $868 million, down 2.1% from Q2 2023, with lower commercial vehicle sales in Europe and light vehicle sales in China
Q2 diluted EPS of $0.31 versus $0.74 a year earlier; adjusted diluted EPS of $0.88 versus $1.61
Q2 net earnings were reduced by a $15 million loss on the extinguishment of debt; adjusted EBITDA was $117 million versus $130 million
Full-year 2024 net sales expected at the low end of prior ranges; net earnings guidance of $100 million to $140 million
PHINIA's Board increased its size from seven to eight members and elected Meggan M. Walsh to fill the new seat, effective July 1, 2024. Walsh, 60, previously served as Senior Portfolio Manager and Head of Dividend Value at Invesco Ltd., and the Board has determined she is independent.
Board expanded from seven to eight members; Walsh elected to fill the resulting vacancy effective July 1, 2024
Walsh, 60, previously a Senior Portfolio Manager and Head, Dividend Value at Invesco Ltd., with 35 years of investor leadership experience
Board has determined Walsh is independent under NYSE listing standards
Her annual equity award and Board committee appointment will be approved by the Board at a later date
PHINIA reported first-quarter 2024 net sales of $863 million, up 3.4% from a year earlier, but net earnings fell to $29 million, or $0.62 per diluted share, from $35 million, or $0.75, in the prior-year quarter. Adjusted EPS was $1.08 compared with $1.19, and the company reaffirmed its full-year 2024 outlook, which includes net earnings of $125 million to $160 million.
Net sales of $863 million, up 3.4% from $835 million in Q1 2023; excluding $17 million of contract manufacturing sales, sales were up slightly.
GAAP diluted EPS of $0.62 versus $0.75; adjusted EPS of $1.08 versus $1.19.
Full-year 2024 guidance reaffirmed: net earnings of $125 million to $160 million and adjusted EBITDA of $470 million to $510 million.
In early April, the company issued $525 million of senior secured notes to repay its Term Loan B and revolving credit balance.
PHINIA issued $525 million of 6.75% senior secured notes due 2029, upsized from $425 million, and proceeds will repay term loan B and revolving credit borrowings. The company also amended its credit agreement, raising the total net leverage covenant from 3.00:1.00 to 3.25:1.00 and removing the mandatory prepayment tied to operating cash flow, which adds debt to the balance sheet but refinances existing borrowings.
Notes issued April 4, 2024 at 100.00% of principal, $525 million, up from $425 million planned
Interest of 6.75% per year, paid semiannually on April 15 and October 15, first payment October 15, 2024; maturity April 15, 2029
Proceeds to repay all outstanding term loan B and revolving credit borrowings, pay fees, and for general corporate purposes
Credit agreement amendment with Bank of America, N.A. raises net leverage covenant to 3.25:1.00 from 3.00:1.00
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