PHINIA INC. 8-K/A

What Happened

• PHINIA Inc. (PHIN) filed an 8-K on February 12, 2026 reporting a change in its certifying accountant. PricewaterhouseCoopers LLP (PwC) completed its procedures on PHINIA’s consolidated financial statements for the year ended December 31, 2025 and was dismissed effective on that date, coinciding with the filing of the Company’s 2025 Form 10‑K.
• The company states PwC’s audit reports for the years ended December 31, 2025 and 2024 were unqualified (no adverse opinion or disclaimer) and contained no modifications for uncertainty, scope, or accounting principles. PHINIA also reported no disagreements or “reportable events” with PwC during 2024, 2025 or through February 12, 2026. PwC’s letter dated February 12, 2026 is filed as Exhibit 16.1.

Key Details

• Effective date of PwC dismissal: February 12, 2026 (same day PHINIA filed its 2025 Form 10‑K).
• PwC’s audit reports for 2025 and 2024: unqualified; no disagreements or reportable events reported.
• New auditor procedures: Deloitte & Touche (D&T) has completed customary client acceptance procedures as referenced in PHINIA’s prior 8‑K.
• The company said neither PHINIA nor its agents consulted D&T on accounting or auditing matters for 2024–2025 and through the date of this report.

Why It Matters

• Auditor changes are material because they can affect investors’ assessment of financial reporting oversight. PHINIA’s disclosure emphasizes that PwC’s audits were clean and there were no disagreements or reportable events, which reduces immediate red flags for investors.
• Investors should watch future filings (e.g., the next audit report in the forthcoming Form 10‑K or 10‑Q) to confirm the new auditor’s opinion and any changes in audit scope or disclosures.