PHINIA INC. — fact timeline

Daniel Griffin was appointed as President, Aftermarket Solutions at PHINIA INC..

“with Daniel Griffin serving as President, Aftermarket Solutions, effective September 1, 2026.”

Pedro Abreu changed role as President, Power Systems at PHINIA INC..

“Pedro Abreu will transition from his current role as the Company’s Vice President and Chief Strategy Officer to serve as the Company’s President, Power Systems, effective September 1, 2026.”

PHINIA INC. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026 at the 2026-05-22 meeting.

“Proposal 3. The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.”

PHINIA INC. shareholders approved Advisory vote on executive compensation at the 2026-05-22 meeting.

“Proposal 2. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers.”

PHINIA INC. shareholders approved Election of eight nominees as directors at the 2026-05-22 meeting.

“Proposal 1. The shareholders elected the following eight nominees as directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.”

PHINIA INC. reported 2026 Full Year results: revenue $3.52 billion to $3.72 billion, net income $165 million to $195 million. Guidance reaffirmed.

“2026 Full Year Guidance: The Company continues to expect 2026 net sales of $3.52 billion to $3.72 billion. This implies a year-over-year growth of 1% to 7% in 2026. The Company’s net earnings and adjusted EBITDA are projected to be $165 million to $195 million and $485 million to $525 million, respectively, with net earnings margin of 4.7% to 5.2% and adjusted EBITDA margin of 13.7% to 14.3%.”

PHINIA INC. reported first quarter ended March 31, 2026 results: revenue $878 million, net income $37 million, EPS $0.96.

“First Quarter Highlights: • Net sales of $878 million, an increase of 10.3% compared with Q1 2025. ◦ Excluding the impacts of foreign currency and the acquisition of SEM, increases of $39 million and $14 million, respectively, net sales increased $29 million or 3.6%, primarily driven by volumes in Asia and the Americas and tariff recoveries. • Net earnings of $37 million and net margin of 4.2%, representing a year-over-year increase of $11 million and 90 basis points (bps), respectively. • Adjusted EBITDA of $115 million with adjusted EBITDA margin of 13.1%, representing a year-over-year increase of $12 million and 20 bps, primarily driven by supplier savings and overhead cost control measures and net tariff recoveries. • Net earnings per diluted share of $0.96. ◦ Adjusted net earnings per diluted share of $1.29 (excluding $0.33 per diluted share related to non-operating items detailed in the non-GAAP appendix below), reflecting the operational increases detailed above and a reduction”

PHINIA INC. dismissed PricewaterhouseCoopers LLP as its auditor.

“the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (“PwC”) as the Company's independent registered public accounting firm for the 2026 fiscal year”

PHINIA INC. engaged Deloitte & Touche LLP as its auditor.

“the Audit Committee approved the engagement of Deloitte & Touche LLP (“D&T”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to D&T’s customary client acceptance procedures”

Meggan M. Walsh was elected as Director at PHINIA INC..

“On June 19, 2024, the Board of Directors (the “Board”) of PHINIA Inc. (the “Company”) increased the size of the Board from seven to eight members and elected Meggan M. Walsh to fill the resulting vacancy, each effective July 1, 2024 (the “Effective Date”).”

PHINIA INC. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 at the 2024-05-09 meeting.

“Proposal 4 . The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. The voting results are as follows: For Against Abstentions Broker Non-Votes 38,886,120 40,585 24,588 0”

PHINIA INC. shareholders approved Advisory approval of the frequency of future advisory votes on executive compensation at the 2024-05-09 meeting.

“Proposal 3 . The shareholders approved, on an advisory basis, the frequency of "1 year" for future advisory votes on the compensation of the Company's named executive officers. The voting results are as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 34,103,501 23,361 1,219,184 21,984 3,583,263”

PHINIA INC. shareholders approved Advisory approval of the compensation of the Company's named executive officers at the 2024-05-09 meeting.

“Proposal 2. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results are as follows: For Against Abstentions Broker Non-Votes 32,816,474 2,513,971 37,585 3,583,263”

PHINIA INC. shareholders approved Election of seven nominees as directors at the 2024-05-09 meeting.

“Proposal 1 . The shareholders elected the following seven nominees as directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. The voting results for the seven nominees are as follows: Name For Against Abstentions Broker Non-Votes Samuel R. Chapin 35,125,748 214,834 27,448 3,583,263 Brady D. Ericson 35,247,622 94,395 26,013 3,583,263 Robin Kendrick 35,149,857 191,226 26,947 3,583,263 Latondra Newton 35,190,143 149,414 28,473 3,583,263 D’aun Norman 35,157,767 179,925 30,338 3,583,263 Rohan S. Weerasinghe 34,582,160 756,137 29,733 3,583,263 Roger J. Wood 35,199,917 140,673 27,440 3,583,263”

PHINIA INC. reported the first quarter ended March 31, 2024 results: revenue $863 million, net income $29 million, EPS $0.62 per diluted share. Guidance reaffirmed.

“PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the first quarter ended March 31, 2024. First Quarter Highlights: • U.S. GAAP net sales of $863 million”

PHINIA INC. amended credit facility.

“On April 4, 2024, the Company, as borrower, and certain subsidiaries of the Company, each acting as guarantors, entered into the Amendment No. 1 to Credit Agreement”

PHINIA INC. incurred senior notes of $525 million aggregate principal amount with U.S. Bank Trust Company, National Association at 6.75% per annum maturing April 15, 2029.

“On April 4, 2024, PHINIA Inc. (the “Company”) issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029”

PHINIA INC. amended Amendment No. 1 to Credit Agreement (effective 2024-04-04).

“On April 4, 2024, the Company, as borrower, and certain subsidiaries of the Company, each acting as guarantors, entered into the Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment”).”

PHINIA INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (effective 2024-04-04).

“On April 4, 2024, PHINIA Inc. (the “Company”) issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (the “notes”) pursuant to an indenture (the “Indenture”) among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent.”

PHINIA INC. reported full year ended December 31, 2023 results: revenue U.S. GAAP net sales of $3,500 million, net income Net earnings of $102 million, EPS U.S. GAAP net earnings of $2.17 per diluted share. Guidance initiated.

“Full Year 2023 Highlights: • U.S. GAAP net sales of $3,500 million, an increase of 4.5% compared with 2022.”

PHINIA INC. reported fourth quarter ended December 31, 2023 results: revenue U.S. GAAP net sales of $882 million, net income Net earnings of $33 million, EPS U.S. GAAP net earnings of $0.70 per diluted share. Guidance initiated.

“PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket products, today reported its fourth quarter and full year ended December 31, 2023 results. Fourth Quarter Highlights: • U.S. GAAP net sales of $882 million, an increase of 3.6% compared with Q4 2022.”

PHINIA INC. updated its the year ended December 31, 2023 guidance (initiated).

“On February 21, 2024 , PHINIA Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2023.”

PHINIA INC. reported the quarter ended September 30, 2023 results: revenue $896 million, net income $11 million, EPS $0.24 per diluted share. Guidance lowered.

“aftermarket products, today reported its third quarter ended September 30, 2023 results and updated full year 2023 guidance. Third Quarter Highlights: • U.S. GAAP net sales of $896 million, an increase of 4.3% compared with Q3 2022. ◦ Excluding $26 million of contract manufacturing sales, sales were up slightly compared to Q3 2022. Including currency and pricing”

PHINIA INC. reported second quarter 2023 results: revenue $887 million, net income $35 million. Guidance reaffirmed.

“Second Quarter Highlights: • Sales growth of 11.4% year-over-year to $887 million. • Operating income of $56 million and adjusted operating income of $94 million, resulting in an operating margin of 6.3% and an adjusted operating margin of 10.6%, a year-over-year improvement of 10 bps and 180 bps, respectively. Margins benefited from resolution of customer commodity and inflationary settlements with retro effect to the beginning of the year. Corporate cost allocations were also lower in Q2 versus prior year. • Net earnings of $35 million with net margin of 3.9% and adjusted EBITDA of $130 million with adjusted EBITDA margin of 14.7%, a 140 bps year-over-year improvement.”

PHINIA INC. underwent a change of control involving BorgWarner Inc. (closed 2023-07-03).

“On July 3, 2023 (the “Distribution Date”), at 5:00 p.m. Eastern Daylight time, BorgWarner Inc. (“BorgWarner”) completed the previously announced separation of its Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (the “Company”, “we,” “us,” or “our”) to holders of BorgWarner common stock on a pro rata basis (the “Spin-Off”).”

PHINIA INC. entered into Intellectual Property Cross-License Agreement with BorgWarner Inc..

“On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements.”

PHINIA INC. entered into Employee Matters Agreement with BorgWarner Inc..

“On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements.”

PHINIA INC. entered into Tax Matters Agreement with BorgWarner Inc..

“On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements.”

PHINIA INC. entered into Transition Services Agreement with BorgWarner Inc..

“On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements.”

PHINIA INC. entered into Separation and Distribution Agreement with BorgWarner Inc. (effective 2023-07-02).

“Eastern Daylight time, BorgWarner Inc. (“BorgWarner”) completed the previously announced separation of its Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding”

Chris P. Gropp departed as Principal Accounting Officer at PHINIA INC..

“Effective on the Distribution Date, Samantha M. Pombier replaced Chris P. Gropp as the principal accounting officer of the Company.”

Samantha M. Pombier was appointed as Principal Accounting Officer at PHINIA INC..

“Effective on the Distribution Date, Samantha M. Pombier replaced Chris P. Gropp as the principal accounting officer of the Company.”

Latondra Newton was elected as Director at PHINIA INC..

“On July 5, 2023, the Board acted to increase the size of the Board to seven members and elected Latondra Newton, age 55, to the Board to fill the resulting vacancy.”

Roger J. Wood was appointed as Director at PHINIA INC..

“Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board").”

D'aun Norman was appointed as Director at PHINIA INC..

“Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board").”

Robin Kendrick was appointed as Director at PHINIA INC..

“Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board").”

Samuel R. Chapin was appointed as Director at PHINIA INC..

“Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board").”

Brady D. Ericson was appointed as Director at PHINIA INC..

“Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board").”

PHINIA INC.: Approved amendment and restatement of By-Laws effective June 30, 2023 in connection with distribution from BorgWarner.

“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.”

PHINIA INC.: Filed Amended and Restated Certificate of Incorporation effective June 30, 2023 in connection with distribution from BorgWarner (effective 2023-06-30).

“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”).”

Rohan S. Weerasinghe was appointed as member of the board of directors at PHINIA INC..

“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”).”