---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-076599"
form_type: "8-K"
ticker: "PHIN"
cik: "0001968915"
company_name: "PHINIA INC."
filed_at: "2023-06-30T23:59:59+00:00"
generated_at: "2026-06-13T14:25:42.079208+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# PHINIA files amended charter for BorgWarner spin-off, appoints new director

## Summary
- Rohan S. Weerasinghe appointed to board effective June 27, 2023; named to Audit, Compensation, and Governance Committees.
- Amended and Restated Certificate of Incorporation and Bylaws filed with Delaware, effective June 30, 2023.
- Spin-off distribution of PHINIA common stock to BorgWarner holders expected on July 3, 2023.
- New director receives standard non-employee director fees; no other compensatory arrangements disclosed.

## SEC filing metadata
- accession: 0001104659-23-076599
- form_type: 8-K
- ticker: PHIN
- cik: 0001968915
- company_name: PHINIA INC.
- filed_at: 2023-06-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.03, 5.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1968915/000110465923076599/0001104659-23-076599-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1968915/000110465923076599/tm2320241d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-076599
- JSON: https://secwatch.observer/filing/0001104659-23-076599.json
- Plain text: https://secwatch.observer/filing/0001104659-23-076599.txt

## Key facts
- Executive change
  Rohan S. Weerasinghe was appointed as member of the board of directors at PHINIA INC..
  - Action: appointed
  - Role: member of the board of directors
  source text: Effective on June 27, 2023, Rohan S. Weerasinghe assumed his position as a member of the board of directors (the “Board”) of PHINIA Inc. (the “Company”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923076599/0001104659-23-076599-index.htm
- Governance Changes
  PHINIA INC.: Filed Amended and Restated Certificate of Incorporation effective June 30, 2023 in connection with distribution from BorgWarner (effective 2023-06-30).
  - Change: charter amendment
  - Effective: 2023-06-30
  source text: the Company filed an Amended and Restated Certificate of Incorporation (as so amended and restated, the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m. Eastern Daylight time on June 30, 2023 (the “Effective Time”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923076599/0001104659-23-076599-index.htm
- Governance Changes
  PHINIA INC.: Approved amendment and restatement of By-Laws effective June 30, 2023 in connection with distribution from BorgWarner.
  - Change: bylaw amendment
  source text: The Company also approved an amendment and restatement of the Company’s By-Laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective at the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923076599/0001104659-23-076599-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.