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Date of Report (Date of earliest event reported): May 18, 2023

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(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o  

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. o BorgWarner Inc. disclosed that PHINIA Inc. has publicly filed a preliminary Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (SEC) in connection with BorgWarner’s intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity.

The preliminary Form 10, prepared in accordance with SEC guidelines, includes detailed information about PHINIA Inc. as a standalone company, such as historical financial information, as well as important information about BorgWarner and its business and strategy and other legal and financial disclosures. This registration statement is subject to change prior to it being declared effective by the SEC.

The separation remains subject to the satisfaction of certain conditions, including obtaining final approval from the BorgWarner Board of Directors, receipt of a written opinion of Ernst & Young, LLP to the effect that the distribution will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code with respect to the tax-free nature of the transaction for U.S. federal income tax purposes, and the effectiveness of the Form 10.

A copy of the preliminary Form 10 is available on the SEC website at www.sec.gov.

(d)     Exhibits. The following exhibits are being furnished as part of this Report.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.