PHINIA INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

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: 001-41708

PHINIA Inc.

(Exact name of registrant as specified in its charter)

3000 University Drive,

Auburn Hills, Michigan 48326

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248)732-1900

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☑

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ 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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☑

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☑

As of June 30, 2023, the last day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock wasnot listed on any exchange. The registrant’s common stock began regular-way trading on the New York Stock Exchange on July 5, 2023.

As of February 23, 2024, the registrant had 46,164,536 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated.

PHINIA Inc

FORM 10-K

YEAR ENDED DECEMBER 31, 2023

INDEX

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Unless the context requires otherwise, references in this Annual Report on Form 10-K (Form 10-K) to “PHINIA,” the “Company,” “we, “our” or “us” refer to PHINIA Inc. and its consolidated subsidiaries.

This Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” “initiative,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or other words of similar meaning. 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 vehicle and industrial equipment industries;

•our ability to deliver new products, services and technologies in response to changing consumer preferences, increased regulation of greenhouse gas emissions, and acceleration of the market for electric vehicles;

•competitive industry conditions;

•failure to identify, consummate, effectively integrate or realize the expected benefits from acquisitions or partnerships;

•pricing pressures from original equipment manufacturers (OEMs);

•inflation rates and volatility in the costs of commodities used in the production of our products;

•changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international trade relations;

•our ability to protect our intellectual property;

•failure of or disruption in our information technology infrastructure, including a disruption related to cybersecurity;

•our ability to identify, attract, retain and develop a qualified global workforce;

•difficulties launching new vehicle programs;

•failure to achieve the anticipated savings and benefits from restructuring and product portfolio optimization actions;

•extraordinary events, including natural disasters or extreme weather events, political disruptions, terrorist attacks, pandemics or other public health crises, and acts of war;

•risks related to our international operations;

•the impact of economic, political, and market conditions on our business in China;

•our reliance on a limited number of OEM customers;

•supply chain disruptions;

•work stoppages, production shutdowns and similar events or conditions;

•governmental investigations and related proceedings regarding vehicle emissions standards;

•current and future environmental and health and safety laws and regulations;

•the impact of climate change and regulations related to climate change;

•liabilities related to product warranties, litigation and other claims;

•compliance with legislation, regulations, and policies, investigations and legal proceedings, and new interpretations of existing rules and regulations;

•tax audits and changes in tax laws or tax rates taken by taxing authorities;

•volatility in the credit market environment;

•impairment charges on goodwill and indefinite-lived intangible assets;

•the impact of changes in interest rates and asset returns on our pension funding obligations;

•the impact of restrictive credit agreement covenants and requirements on our financial and operating flexibility;

•our ability to achieve some or all of the benefits that we expect to achieve from the Spin-Off (as defined below);

•a delay or inability to transition key infrastructure, services and solutions in connection with the Spin-Off;

•a determination that the Spin-Off does not qualify as tax-free for U.S. federal income tax purposes;

•restrictions under the Tax Matters Agreement (as defined below);

•difficulty maintaining existing customer relationships and obtaining new customers as a result of being a smaller company following the Spin-Off;

•our or BorgWarner Inc.’s (BorgWarner) failure to perform under various transaction agreements executed in connection with the Spin-Off;

•actual or potential conflicts of interests of certain of our employees related to their financial interests in BorgWarner;

•our limited history as an independent, publicly traded company; and

•other risks and uncertainties described in Item 1A, “Risk Factors” and in our other reports filed from time to time with the Securities and Exchange Commission (the SEC).

We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This Form 10-K contains information about PHINIA’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (GAAP). Such non-GAAP financial measures are reconciled to their most directly comparable GAAP financial measures in this Form 10-K. The provision of these comparable GAAP financial measures for 2023 is not intended to indicate that PHINIA is explicitly or implicitly providing projections on those GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this Form 10-K and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by PHINIA may not be comparable to similarly titled measures reported by other companies.