Form 8-K

8-K — Adient plc

Accession: 0001670541-26-000090

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001670541

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — adnt-20260805.htm (Primary)

EX-99.1 (a08052026adientexhibit991.htm)

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8-K

8-K (Primary)

Filename: adnt-20260805.htm · Sequence: 1

adnt-20260805

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

Adient plc News Release dated August 5, 2026

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

Filename: a08052026adientexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

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.

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.

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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