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0001670541FALSE00016705412026-05-062026-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 5, 2026

ADIENT PLC
(Exact name of registrant as specified in its charter)

Ireland 001-37757 98-1328821
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)
 25 North Wall Quay
Dublin 1, Ireland D01 H104
(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of class Trading symbol(s) Name of exchange on which registered
Ordinary Shares, par value $0.001 ADNT New York Stock Exchange


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17     CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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 ☐

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. ☐









































Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, Adient plc (the “Company”) issued a news release announcing its financial results for the third quarter ended June 30, 2026. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1
104
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).




SIGNATURE

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.

ADIENT PLC
Date: August 5, 2026
 By: /s/ Heather M. Tiltmann
Name: Heather M. Tiltmann
Title:
Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary


EX-99.1 2 a08052026adientexhibit991.htm EX-99.1 Document
Exhibit 99.1
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Appendix
Page 1

Adient plc
Condensed Consolidated Statements of Income (Loss)
(Unaudited)
Three Months Ended
June 30,
(in millions, except per share data) 2026 2025
Net sales $ 3,929  $ 3,741 
Cost of sales 3,694  3,504 
Gross profit 235  237 
Selling, general and administrative expenses 136  129 
Restructuring and impairment costs 5  7 
Equity income 20  17 
Earnings before interest and income taxes 114  118 
Net financing charges 48  51 
Other pension expense 1  1 
Income before income taxes 65  66 
Income tax provision 23  7 
Net income 42  59 
Income attributable to noncontrolling interests 17  23 
Net income attributable to Adient $ 25  $ 36 
Diluted earnings per share $ 0.32  $ 0.43 
Shares outstanding at period end 77.1  81.2 
Diluted weighted average shares 79.2  83.7 


Appendix
Page 2

Adient plc
Condensed Consolidated Statements of Financial Position
(Unaudited)

June 30, September 30,
(in millions) 2026 2025
Assets
Cash and cash equivalents $ 924  $ 958 
Accounts receivable - net
 1,881  1,873 
Inventories 729  695 
Other current assets 652  607 
Current assets 4,186  4,133 
Property, plant and equipment - net 1,385  1,409 
Goodwill 1,799  1,807 
Other intangible assets - net 298  319 
Investments in partially-owned affiliates 276  276 
Assets held for sale 12  9 
Other noncurrent assets 1,003  1,001 
Total assets $ 8,959  $ 8,954 
Liabilities and Shareholders' Equity
Short-term debt $ 9  $ 11 
Accounts payable and accrued expenses 3,122  2,942 
Other current liabilities 685  734 
Current liabilities 3,816  3,687 
Long-term debt 2,379  2,386 
Other noncurrent liabilities 676  723 
Redeemable noncontrolling interests 75  95 
Shareholders' equity attributable to Adient 1,729  1,766 
Noncontrolling interests 284  297 
Total liabilities and shareholders' equity $ 8,959  $ 8,954 



Appendix
Page 3

Adient plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
(in millions) 2026 2025
Operating Activities
Net income attributable to Adient $ 25  $ 36 
Income attributable to noncontrolling interests 17  23 
Net income 42  59 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation 74  71 
Amortization of intangibles 12  12 
Pension and postretirement benefit expense 2  2 
Pension and postretirement contributions, net (8) (2)
Equity in earnings of partially-owned affiliates, net of dividends received 30  2 
Deferred income taxes (15) (16)
Equity-based compensation 9  10 
Other —  (5)
Changes in assets and liabilities:
Receivables 113  117 
Inventories 7  20 
Other assets 64  (62)
Accounts payable and accrued liabilities (133) (28)
Accrued income taxes 8  (8)
Cash provided by operating activities 205  172 
Investing Activities
Capital expenditures (67) (57)
Sale of property, plant and equipment 6  8 
Settlement of derivatives 3  — 
Business acquisitions (4) — 
Cash used by investing activities (62) (49)
Financing Activities
Drawdown of ABL revolver and other bank borrowings 3  — 
Repayment of ABL revolver and other bank borrowings (3) (2)
Repayment of long-term debt (2) (2)
Share repurchases (30) (50)
Dividends paid to noncontrolling interests (10) (9)
Cash used by financing activities (42) (63)
Effect of exchange rate changes on cash and cash equivalents (8) 46 
Increase in cash and cash equivalents $ 93  $ 106 

Appendix
Page 4

Footnotes


1. Segment Results

Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East and Africa ("EMEA") and 3) Asia Pacific/China ("Asia").

Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income (loss) before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring related-costs, net mark-to-market adjustments on pension and postretirement plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items. Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.

Financial information relating to Adient's reportable segments is as follows:

(in millions) Three months ended June 30, 2026
Americas EMEA Asia Corporate/Eliminations Consolidated
Net sales $ 1,928  $ 1,211  $ 810  $ (20) $ 3,929 
Adjusted EBITDA $ 125  $ 14  $ 107  $ (21) $ 225 
Adjusted EBITDA margin 6.5  % 1.2  % 13.2  % N/A 5.7  %
Three months ended June 30, 2025
Americas EMEA Asia Corporate/Eliminations Consolidated
Net sales $ 1,760  $ 1,268  $ 721  $ (8) $ 3,741 
Adjusted EBITDA $ 112  $ 21  $ 113  $ (20) $ 226 
Adjusted EBITDA margin 6.4  % 1.7  % 15.7  % N/A 6.0  %

Appendix
Page 5

The following is a reconciliation of Adient's reportable segments' adjusted EBITDA to income before income taxes:

Three Months Ended
June 30,
(in millions) 2026 2025
Adjusted EBITDA
Americas $ 125  $ 112 
EMEA 14  21 
Asia 107  113 
Subtotal 246  246 
Corporate-related costs (1)
(21) (20)
Restructuring and impairment costs (2)
(5) (7)
Purchase accounting amortization (3)
(12) (12)
Restructuring related activities (4)
(8) (7)
Equity based compensation (9) (10)
Depreciation (74) (71)
Other items (5)
(3) (1)
Earnings before interest and income taxes $ 114  $ 118 
Net financing charges (48) (51)
Other pension expense (1) (1)
Income before income taxes $ 65  $ 66 

Refer to the Footnote Addendum for footnote explanations.


2. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted income per share:

Three Months Ended
June 30,
(in millions, except per share data) 2026 2025
Income available to shareholders
Net income attributable to Adient $ 25  $ 36 
Weighted average shares outstanding
Basic weighted average shares outstanding 78.1  83.5 
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards 1.1  0.2 
Diluted weighted average shares outstanding 79.2  83.7 
Earnings per share:
Basic $ 0.32  $ 0.43 
Diluted $ 0.32  $ 0.43 

The effect of common stock equivalents which would have been anti-dilutive was excluded, and immaterial, from the calculation of diluted earnings per share for the three months ended June 30, 2026 and 2025.

Appendix
Page 6

3. Non-GAAP Measures

Adjusted EBIT, adjusted EBIT margin, adjusted EBITDA, adjusted EBITDA margin, adjusted net income attributable to Adient, adjusted effective tax rate, adjusted earnings per share, adjusted equity income, adjusted interest expense, free cash flow, net debt, and net leverage ratio as well as other measures presented on an adjusted basis are not recognized terms under U.S. GAAP and do not purport to be alternatives to the most comparable U.S. GAAP amounts. Since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies. Management uses the identified non-GAAP measures to evaluate the operating performance of Adient and its business segments and to forecast future periods. Management believes these non-GAAP measures assist investors and other interested parties in evaluating Adient's on-going operations and provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. Reconciliations of non-GAAP measures to their closest U.S. GAAP equivalent are presented in the corresponding tables that follow the definitions below. Reconciliations of non-GAAP measures related to guidance for any future period have not been provided due to the unreasonable efforts it would take to provide such reconciliations.

Table
(a) Adjusted EBIT is defined as earnings before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, and net mark-to-market adjustments on pension and postretirement plans. Adjusted EBIT margin is adjusted EBIT as a percentage of net sales.
(b) Adjusted EBITDA is defined as adjusted EBIT excluding depreciation and equity based compensation. Certain corporate-related costs are not allocated to the business segments in determining adjusted EBITDA. Adjusted EBITDA margin is adjusted EBITDA as a percentage of net sales.
(c) Adjusted net income attributable to Adient is defined as net income (loss) attributable to Adient excluding restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, net mark-to-market adjustments on pension and postretirement plans, the tax impact of these items and other discrete tax charges/benefits.
(d) Adjusted income tax expense is defined as income tax expense adjusted for the tax effect of the adjustments to income before income taxes and other discrete tax changes/benefits. Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income before income taxes.
(e) Adjusted diluted earnings per share is defined as adjusted net income attributable to Adient divided by diluted weighted average shares.
(f) Adjusted equity income is defined as equity income excluding amortization of Adient's intangible assets related to its non-consolidated joint ventures and other unusual or non-recurring items impacting equity income.
(g) Adjusted interest expense is defined as net financing charges excluding unusual or one-time items impacting interest expense.
(h) Free cash flow is defined as cash provided by operating activities less capital expenditures.
(i) Net debt is calculated as total debt (short-term and long-term) less cash and cash equivalents.
(j) Net leverage ratio is calculated as net debt divided by adjusted EBITDA for the last four quarters.






Appendix
Page 7

Reconciliations of non-GAAP measures to their closest US GAAP equivalent:


(a) & (b) Adjusted EBIT and Adjusted EBITDA

The following table reconciles net income to EBIT, adjusted EBIT and adjusted EBITDA:

Three Months Ended
June 30,
(in millions) 2026 2025
Net income $ 42  $ 59 
Net financing charges 48  51 
Other pension expense 1  1 
Income tax expense 23  7 
Earnings before interest and income taxes (EBIT) $ 114  $ 118 
EBIT adjustments:
Restructuring and impairment costs (2)
5  7 
Purchase accounting amortization (3)
12  12 
Restructuring related activities (4)
8  7 
Other items (5)
3  1 
EBIT adjustments total 28  27 
Adjusted EBIT $ 142  $ 145 
EBITDA adjustments:
Depreciation 74  71 
Equity based compensation 9  10 
Adjusted EBITDA $ 225  $ 226 
Net sales $ 3,929  $ 3,741 
Net income as % of net sales 1.1  % 1.6  %
EBIT as % of net sales 2.9  % 3.2  %
Adjusted EBIT as % of net sales 3.6  % 3.9  %
Adjusted EBITDA as % of net sales 5.7  % 6.0  %

Refer to the Footnote Addendum for footnote explanations.


(c) Adjusted net income attributable to Adient

The following table reconciles net income attributable to Adient to adjusted net income attributable to Adient:

Three Months Ended
June 30,
(in millions) 2026 2025
Net income attributable to Adient $ 25  $ 36 
Net income adjustments:
EBIT adjustments total - see table (a) & (b) 28  27 
Tax impact of EBIT adjustments and other tax items - see table (d) (13) (23)
Impact of adjustments on noncontrolling interests (6)
(2) (2)
Net income adjustments total 13  2 
Adjusted net income attributable to Adient $ 38  $ 38 

Appendix
Page 8


Refer to the Footnote Addendum for footnote explanations.


(d) Adjusted income tax expense and effective tax rate

The following table reconciles income before income taxes to adjusted income before income taxes, reconciles income tax expense to adjusted income tax expense and presents the related effective tax rate and adjusted effective tax rate:

Three months ended June 30,
2026 2025
(in millions, except effective tax rate) Income before income taxes Income tax expense (benefit) Effective tax rate Income before income taxes Income tax expense (benefit) Effective tax rate
As reported $ 65  $ 23  35.4  % $ 66  $ 7  10.6  %
Adjustments
EBIT adjustments - see table (a) & (b) 28  3  10.7  % 27  1  3.7  %
Tax audit closures and statute expirations —  (1) nm —  16  nm
UTP establishments and interest —  (3) nm —  (1) nm
Intellectual property rights transfer —  11  nm —  —  nm
FX remeasurements of tax balances —  3  nm —  7  nm
Subtotal of adjustments 28  13  46.4  % 27  23  85.2  %
As adjusted $ 93  $ 36  38.7  % $ 93  $ 30  32.3  %

nm - not meaningful


(e) Adjusted diluted earnings per share

The following table shows the calculation of diluted earnings per share on an adjusted basis:

Three Months Ended
June 30,
(in millions, except per share data) 2026 2025
Numerator:
Adjusted net income attributable to Adient - see table (c) $ 38  $ 38 
Denominator:
Basic weighted average shares outstanding 78.1  83.5 
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards 1.1  0.2 
Diluted weighted average shares outstanding 79.2  83.7 
Adjusted diluted earnings per share $ 0.48  $ 0.45 



Appendix
Page 9

The following table reconciles diluted earnings per share as reported to adjusted diluted earnings per share (see table (c) for corresponding dollar amounts):

Three Months Ended
June 30,
2026 2025
Diluted earnings per share as reported $ 0.32  $ 0.43 
EBIT adjustments total 0.35  0.31 
Tax impact of EBIT adjustments and other tax items (0.16) (0.27)
Impact of adjustments on noncontrolling interests (0.03) (0.02)
Adjusted diluted earnings per share $ 0.48  $ 0.45 


(f) Adjusted equity income

The following table reconciles equity income to adjusted equity income:
Three Months Ended
June 30,
(in millions) 2026 2025
Equity income $ 20  $ 17 
Equity income adjustments:
Restructuring charges at affiliates —  6 
Equity income adjustments total —  6 
Adjusted equity income $ 20  $ 23 


(g) Adjusted interest expense

The following table reconciles net financing charges to adjusted net financing charges:

Three Months Ended
June 30,
(in millions) 2026 2025
Net financing charges $ 48  $ 51 
Interest expense adjustments:
None —  — 
Interest expense adjustments total —  — 
Adjusted net financing charges $ 48  $ 51 


(h) Free cash flow

The following table reconciles cash from operating activities to free cash flow:

Three Months Ended
June 30,		 Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Operating cash flow $ 205  $ 172  $ 366  $ 236 
Capital expenditures (67) (57) (205) (166)
Free cash flow $ 138  $ 115  $ 161  $ 70 


Appendix
Page 10


The following table reconciles adjusted EBITDA to free cash flow:

Three Months Ended
June 30,		 Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Adjusted EBITDA $ 225  $ 226  $ 655  $ 655 
Adjusted equity income (20) (23) (63) (63)
Dividends from partially owned affiliates 50  20  78  72 
Restructuring (cash) (39) (34) (77) (101)
Working capital 145  108  105  (38)
Interest paid (53) (55) (150) (142)
Cash taxes (30) (31) (104) (70)
Other (73) (39) (78) (77)
Capital expenditures (67) (57) (205) (166)
Free cash flow $ 138  $ 115  $ 161  $ 70 


(i) & (j) Net debt and net leverage ratio

The following table presents calculations of net debt and net leverage ratio:

June 30, September 30,
(in millions) 2026 2025
Numerator:
Short-term debt $ —  $ 2 
Current portion of long-term debt 9  9 
Long-term debt 2,379  2,386 
Total debt 2,388  2,397 
Less: cash and cash equivalents 924  958 
Net debt $ 1,464  $ 1,439 
Denominator:
Adjusted EBITDA - last four quarters
Q1 2025 na $ 196 
Q2 2025 na 233 
Q3 2025 na 226 
Q4 2025 226  226 
Q1 2026 207  na
Q2 2026 - see table (a) & (b) 223  na
Q3 2026 225  na
Last four quarters $ 881  $ 881 
Net leverage ratio 1.66 1.63

Appendix
Page 11

Footnote Addendum

(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.

(2) Reflects restructuring charges for costs that are probable and reasonably estimable and one-time asset impairments related
to restructuring activities.

(3) Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.

(4) Reflects restructuring-related charges for costs that are recorded as incurred or as earned and other non-recurring impacts that are directly attributable to restructuring activities:

Three Months Ended
June 30,
(in millions) 2026 2025
Restructuring related charges $ (8) $ (7)
Restructuring charges at affiliates —  (6)
Gain of sale of a restructured facility —  6 
$ (8) $ (7)

(5) Other items include:

Three Months Ended
June 30,
(in millions) 2026 2025
Transaction costs $ (3) $ (1)

(6) Reflects the impact of adjustments, primarily purchase accounting amortization on noncontrolling interests.